Keeping You
by SandNinja101
Summary: The Autobots are gone. Cybertron is well on it's way to being rebuilt. He could finally have his pet in peace. What could possibly make a Decepticon happier? SoundwavexOC NOW COMPLETE
1. Chapter 1

A/N: This is the sequel to FantasyAddiction's, 'Claiming You.' They wrote it for me and did a spectacular job! 3 So if you've not read Claiming You, I suggest you do so before reading this. 43 pages of notebook paper! 16 pages in wordpad! Almost 3 weeks to write on paper and roughly 6 hours (nonstop) to type and edit! Wow, are my hands tired! Just so you know, this takes place in the third movie, but NOTHING is the same as it is in the movie. I have changed many things so it fits around my story. If you don't like things to differ from the movie, then I suggest you turn back. Flames aren't welcome. I think I did pretty well on this, but I still feel like it wasn't good enough. I actually considered quitting this story and not even bothering with it but certain people... 'talked me into continuing.' . And by talk, I mean threaten to hunt me down, regardless if I live in the states or not. ^^ All errors and what not are the fault of the Dorito of Doom, so yell at him, not me.

Warnings: None really. Minor language and Soundwave tends to reminisce about some inappropriate things, but other then that, there's nothing too bad.

Disclaimer: I do NOT own Transformers! x_x God knows that if I did, they'd be REAL instead of a figment of my imagination. I own Regina, Torque, Frequence, and any twisted plot that differs from the movie (which is just about all of it actually).

Keeping You

~ Regina's POV ~

Regina stood rigid as she listened to the Decepticons global broadcast. They were joking... right?

_"... exile the Autobots. Non-neogotiable..." _

No. They were serious...

Those words rang loudly in her ears as she thought of how badly this could (and probably would) turn out. Surely the government wouldn't do something so stupid. Finally, she rushed upstairs to get dressed. She had to see the Autobots. Quickly, she yanked on a black pair of skinnies, a forest green tank, and her scuffed up converse. Once again, she took the stairs down two at a time and tore out the front door, leaving her parents bewildered.

"Torque, we have to get to the base, pronto!" Regina demanded as she settled in to the driver's seat.

"Whoa whoa, Reggie... cool your jets. What's the rush?" asked Torque calmly.

Regina gawked at the radio. Did he really just ask her that? He didn't know?

"Reggie?" he asked again.

Apparently not. Quickly she explained what had happened; the message, possible exile, and how she needed to speak with Mearing. Upon hearing those words, Torque peeled off like a bat out of hell. Primus knew she didn't care for Mearing in the least, but if there was any chance of saving the world this time around, she'd have to swallow her pride (and hatred) and do what she had to do.

~ At the Base ~

She burst in to the hangar with Torque hot on her heels. Not caring about the fact that she had seemingly interrupted an important chat between the Bots and humans, she set her fierce green gaze on Mearing. Reggie stopped a few feet away, ignoring the looks she was getting from everyone. She hated fighting with a passion. Her role was more of a peace keeper when things got serious. So she decided to try the polite approach first.

"I'm assuming everyone has heard the Decepticon's announcement?" she asked, masking the panic she felt the best she could.

"Yes we have. What does it have to do with you?" Mearing answered coldly.

Ignoring the bitch's tone, Regina replied, "I'm in on this as much as you are... so I came to see what our course of action will be."

All eyes were on the two women. The entire hangar already knew the 'course of action' they were taking. None of them liked it at all and they had an inkling that once Regina found out, they would all get to see a side of her that she rarely let show; she would be pissed. The crowd watched on helplessly as all hell began to break lose...

"You are in on nothing. You are a child." stated Mearing, earning a growl from Torque and Regina.

At this point, Regina was a ticking time bomb. She was stressed enough as it was. The steady waves of pain in her abdomen only made her mood that much worse. But still, she tried to be nice.

"I'm just curious! Torque is my guardian after all! I have a right-" Reggie trailed off, only to be interrupted.

"You have no right in this matter at all! Torque, as you call him, has officially and permanently been relieved of his guardianship duties!" Mearing cut in sharply.

Polite approach: Failed.

"I think I can make my own decisions, thanks." Torque spat down at the human, his blue optics set in a cold glare.

"You don't have a choice, Autobot! You're all being exiled!" Mearing snarled back.

"What? The Decepticons will destroy us all! You can't do that!" Regina yelled before Torque could respond.

"I can, I will, and I have! That being said, you will now be escorted off the premises!" said Mearing with an edge of finality.

"Please, don't! You're making a big mistake!" Regina tried to reason once more.

"You will listen to me... and leave!" the bitch screamed at the top of her lungs, causing the entire hangar to go eerily silent.

Enraged Regina: Engaged.

"I'd sooner obey Megatron then you, bitch! You've made a grave mistake..." Regina snapped back as angry flames flickered in her dark green eyes, she turned on her heel and started to walk away, continuing in a deadly, calm tone, "And when you do realize that, it'll be too late."

Reggie's words echoed horribly loud as everyone watched her leave. Torque would have gone after her if it wasn't for the look Optimus gave him. Realization hit him hard; they weren't going to fight back. They were going to leave peacefully and hope for the best. A wave of anger and sadness crashed over him, making his spark pulse painfully. It was over...

~ Exile ~

Regina swore to herself that she wouldn't go to the exile. But, with a lot of coaxing on Sam's part, she effectively broke that promise and ended up going to see her Autobot family for what could very well be the last time. Upon her arrival at the launch site, she mentally made it her mission (if she survived, that is) to make Mearing's life a living hell. Her eyes widened in awe at the sight of the Cybertronian aircraft. However, when it finally dawned on her that this was the ship that would be taking her alien family from her, her eyes narrowed bitterly, her cold gaze willing the giant object to explode.

"Optimus... there has to be something we can do." Torque stated hotly, his furious optics focused on his leader.

"Something! Anything!" added Sam desperately.

"You know as well as we do that if you leave, this planet will be destroyed by the Decepticons, Optimus..." It wasn't a question, or even an assumption. Regina had stated it in a serious, no-room-for-argument tone.

Optimus stared down at his young comrades, his spark already torn. Of course he knew what fate awaited the planet. But, those years ago, he promised the human leaders that if they ever wished it, then he and his soldiers would leave peacefully. As an Autobot, he had to keep that promise. Sometimes, it really did suck to be one of the good guys...

"I'm sorry... but the humans have spoken. We promised that we'd leave without question if they ever wished it. Today... they have." Optimus said, his voice taking on a tone of sorrow.

With that, Optimus took one last look at his human friends and turned away, heading for the ship. Torque sighed in defeat before kneeling down in front of Regina. Neither knew what to do or say.

Regina forced a smile, before saying, "It was awesome while it lasted, Torque. I'm gonna miss you."

"I'll miss you, too, Reggie. Take care of yourself." her guardian replied with a weak smile of his own.

"I will." she said, nodding. "Love you."

"I love you, too, Regina." he replied, standing to his full height once more.

_"Bye, Torque..." _

_"Bye, Regina..." _

As she watched the Autobots load into the aircraft, she sluggishly walked over to join Sam. Mere minutes later, the craft lifted off. The two teens watched as it made its way out of Earth's atmosphere. Reggie barely heard Sam when he muttered a vague, 'see ya.' Her eyes were glued to the sky, still unable to believe what was happening. A single tear streaked down her cheek as she finally turned her back on the launch site.

A couple hours passed and she still hadn't returned home. Sure, her parents would worry and panic til their hearts were content, but she didn't feel like going home. As much as she loved her family, she just didn't have the energy to deal with anyone or anything at the time. Coming to the park that happened to be a few blocks from her house, she collapsed under her favorite tree, laying back in the grass.

"Better enjoy the peace while I can. It won't last much longer..." she sighed heavily, a sad smile playing on her pink lips.

Before long, sleep claimed the girl, filled with great dreams and emotional memories of the aliens that she already missed so much. It didn't seem like she'd been sleeping long when the sounds of a jet flying overhead woke her. She noted that the sun had begun to set, turning the sky red, orange, and purple, before she got to her feet, looking around suspiciously. That jet sounded familiar...

A shriek of surprise left her mouth as the sound of shifting parts and grinding metal met her ears, making her stumble backwards as the Decepticon landed heavily in front of her. The force of his landing made the ground quake, throwing off Regina's balance and pulling her to her knees.

"Starscream." she whispered his name as her great green orbs met his bloody red ones.

"Regina Anette Gainsborough..." he growled, making her shudder involuntarily. "You served with the Autoscum, didn't you?"

"Damn straight." she shot back, causing his lip plating to shift into a smirk. "What of it?"

"Megatron wishes for me to annihilate you." he said, a dark chuckle piercing the silent air of dusk; his slimy tone made her wish Soundwave was there.

"W-what?" she stammered, backing up as he took a menacing step towards her. "The Autobots are gone already. You got what you wanted. Just leave me alone!"

Starscream didn't reply; only grinned at the young girl's plea. The jet took another step towards her, forcing her to back in to the tree that she had been oh so carelessly dozing under. A pathetic sob shook her body as she flattened herself against the trunk of the tree, watching as the Decepticon homed in on her. Soundwave had struck fear in her on more then one occasion, but he paled in comparison to the one in front of her...

Of course, Soundwave had never _actually _hurt her or even threatened her; only used her as his human play thing. She was his pet.

"S-Soundwave..." whimpered Regina in horror as Starscream closed in on her, another wave of pain wracking her body.

A malicious smirk twisted across his metallic facial features as he knelt down, reaching a clawed hand out to her. At that moment, all of the girl's self control broke; a blood curdling scream left her lips.

~ Soundwave's POV ~

The Decepticon would have scowled if he wasn't in his alt mode. A nagging feeling suddenly overloaded his processor, a feeling that warned him that his squishy femme was in trouble. A scan of her house did nothing to calm the paranoia; the only humans home were the girl's parental units. There was only one comforting thought and that was her Autobot guardian was gone. Shipped off to the cosmos with the rest of them.

With a growl, Soundwave tried to settle back in to his recharge from which he'd been awoken from. Just as the feeling of stasis was taking over him, a glass shattering scream met his audio receptors. It just happened to belong to his Regina. Seething, his tires squealed as he sped off in the direction that her pained sound came from. Reaching 90 on the speedometer in mere seconds, he made it to the scene in only minutes. The sight of a tearful, cowering Regina before a gleeful Starscream was what met his optics.

"Starscream!" Soundwave snarled as he shifted to his bipedal mode and stormed towards the surprised Con. "What are you doing?"

"Megatron gave me the task of eliminating all who sided with the Autobots." the jet answered, spitting out the word 'Autobots' as if it had left a bad taste in his mouth.

"Leave her to me. Go busy yourself with the other pests." the Con's communications officer commanded, watching as his femme collapsed to her knees, tears trickling down her reddened cheeks.

Starscream didn't argue with Soundwave. He honestly didn't care about fulfilling Megatron's orders. If the other Decepticon wanted to get rid of the girl, then who was he to question it? He simply transformed and left the fleshling at the other's mercy.

Once Starscream was out of Soundwave's sensor range, he set his sights on the shaken human. She was watching him tensely and literally jumped when he looked at her. Like their first meeting, he shrank himself down to seven foot in height, easily towering over her 5'1" frame. He slowly made his way to her, scanning her time and time again to make sure his pet was uninjured. All scans reported her to be fine, only scared out of her mind. There was, however, one abnormalty. Freezing midstride, he ran yet another scan of her, this time focusing solely on her abdomenal region. It registered another tiny life form within the fragile girl. Only for a moment did he feel rage at the thought of another being putting their hands on his Regina. But that rage was quickly calmed as a further in depth analysis revealed that the little one wasn't human. It was only half human...

He frowned in confusion before it hit him; she was carrying _his_ sparkling. The last time he'd made her submit to him had not been that long ago. After he recovered from the initial shock, he allowed a hissing sigh to escape his vents. This would not be easy to explain to Lord Megatron. Then he wondered... did Regina even have a clue about her current condition...?

"Soundwave?" her weak tone brought him out of his current thoughts.

He stared down at Regina, who was still trembling. His pet was frightened out of her wits. He watched closely as her face contorted in to a pained expression, her hands shooting up to clutch her stomach. The little one seemed to be pitching a fit from within. The thought made him chuckle.

At the femme's odd look, he shook his head, continuing to approach her. He stopped less than a foot from her, his servo reaching out almost of it's own accord and resting his palm on her currently flat stomach. Another weird look from her told him that she didn't know. He decided to tell her - in terms that she could understand, of course.

"You're with child, Regina." he said simply, biting back a smirk at all of her expressions; confusion, horror, and understanding.

"B-but..." she stuttered, looking up at him as she rested a hand on her stomach near his. "How is that p-possible? You... you're the only one I..."

His spark seemed to purr at her obvious confession of him being the only one she'd had any experience with. It didn't disgust him -as much- anymore. In fact, he felt more of an animalistic pride swell within him; she was _his_ Regina and he wouldn't think twice about obliterating the creature who dared to touch her. At last, he removed his hand from her stomach, backing away enough to transform in to his Mercedes alt mode.

"Get in." he ordered, the door swinging open for her.

She swallowed, but obeyed; Soundwave had never hurt her before (technically) and she certainly wasn't about to give him a reason to now. Besides, it almost seemed like... he cared... kind of. She slid in to the passengers seat and settled down for the ride to wherever he was going. Once she fell asleep, he decided it was time to report to his leader...

"**Soundwave to Megatron.**"the Con growled, via comlink.

"**I'm here, Soundwave. This better be good...**"Megatron replied irritably.

"**There's been an... **" He glanced at Reggie through the mirror before continuing, "**.. an interesting turn of events, my Lord.**"

"**Interesting, hm? It better be. Go on then.**" muttered the leader of the Decepticons boredly.

"**That girl you allowed me to pursue a while back... she's the one that you told Starscream to kill.**" Soundwave stated matter of factly.

"**Yes... and?**" Megatron asked monotonously.

"**She's with child, my Lord.**" the communications officer said coolly.

"**The point **_**is**_**?**" spat the leader impatiently.

"**... she's carrying my sparkling...**" explained Soundwave carefully.

There was a tense silence thick enough to cut with a knife.

"**She's my pet, Lord Megatron. I request your permission to keep her.**" he continued.

"**That.. is **_**sickening**_**, Soundwave! How in the name of Cybertron did **_**that**_** happen?**" Megatron snapped in disgust.

"**I wasn't lying when I said it was interesting, Lord Megatron.**" Soundwave resisted the urge to growl.

"**It is indeed an intriguing development...**" the Con leader admitted finally, chuckling darkly.

Another intense moment of silence passed.

"**My only question is what lead to this?**" asked Megatron, no doubt with an optic ridge quirked.

"**She was... different; innocent, pure, untouched. The way she looked at me... sounds that she made... how she helplessly squirmed beneath me...**" Soundwave paused as the memories of the first night he claimed her invaded his processor.

"**Honestly, my Lord... you wouldn't understand unless you experienced it.**" he added as he snapped out of it.

"**Is that an invitation, Soundwave?**" his leader asked, a smirk evident in his tone.

"**Not at all.**" Soundwave growled, his feral instincts screaming at him to protect his human femme.

"**Very well then, Soundwave. Bring her to me and I might just let you keep your pet.**" Megatron gave in, genuinely intrigued, though he would never say it out loud.

"**At once, Lord Megatron. I'm on my way as we speak.**" Soundwave severed the comlink.

Soundwave breathed in relief, exhaling through the vents. He was glad that was over. His leader also took the news exceptionally well. The next problem would be getting Reggie to see Megatron without freaking her out and causing more stress on her body. This would definitely be interesting to the other Decepticons, even if they wouldn't admit it.

~ Regina's POV ~

"Regina, wake up." Soundwave attempted to wake her for the third time, this time jerking her seat harsh enough to startle her.

Her eyes shot open in surprise, a fearful squeak slipping from her lips. She noticed then that she was still safely situated in Soundwave's alt mode, making her breathe a sigh of relief. Her big green eyes doubled in size when she looked out the window, gawking at the abandoned roads and destroyed buildings. A massive number of cars were ablaze and what looked like hundreds of human bones littered the streets. She turned her gaze to stare at her feet, not wanting to look at the carnage any longer.

"This is... is...?" Reggie began, darting her eyes to the radio for an answer.

"Chicago." supplied Soundwave, swerving to avoid an overturned vehicle.

She just nodded, falling silent. Her thoughts turned to her mom and dad; she hoped so much that they were okay. Next, she thought about Sam and his new girl, Carly; she didn't know Carly, but regardless she hoped that they were all right (though she doubted it due to Starscream hunting for them). Then she wondered about Mikaela, whom was still her very best girl friend; Reggie was certain that her friend had found out about this and hoped that she stayed safe. So many others she worried for, like Lennox and even Epps; those two had become like older brothers to her. Her train of thought came to a screeching halt, though, as Soundwave spoke up.

"I'm taking you to see my leader." he said, observing her and mentally cringing as a tear fell down her cheek. "Calm down, my pet. You have my word that he won't harm you."

She opened her mouth to argue over the subject, but instead winced and whimpered when a vicious jolt of pain hit her.

"You need to relax, Regina. Or else the little one you carry will become that much more restless." he said, his soft tone causing her to look at the radio in surprise, before she just nodded.

"So... it's... true, then?" she asked quietly, taking a steadying breath.

"It is." he confirmed.

"Oh..." Reggie murmured, feeling oddly comfortable. "Well... that's... a surprise."

He hummed in agreement as he once again had to maneuver around the city's debris. Minutes of silence passed before he addressed her again.

"When you meet Megatron, just do what he says and don't speak unless you're spoken to." advised Soundwave, noticing his leader waiting for them up ahead. "It's likely that he'll spare you."

"Did you..." she started off shyly, petting the leather seat absently. "Did you... tell him?"

"Yes I did." the Decepticon answered, secretly enjoying the girl's caresses.

"What did he say?" Reggie asked curiously.

"Lord Megatron took it better then I thought he would." replied Soundwave, honestly surprised at how well his master reacted.

Regina blinked in surprise at Soundwave's response, but nodding, going silent once again. A couple of minutes passed and before long, she was able to see the large mech in the street ahead, more then likely waiting for them.

"Remember what I said." he reminded her as he breaked to a stop.

She looked back at the radio, swallowing nervously, but nodded as the door opened again. She quickly stepped out and away, eyes on the ground up until the Decepticon transformed; seeing that never got old...

"My Lord, this is her." said Soundwave, cutting straight to the chase as he gestured to her, who now stood by his foot.

The Decepticon leader made no move to reply. Instead , his red optics shifted down to where the femme stood. He noticed how she stood stiffly and fidgeted often. She kept her gaze firmly on the ground and refused to look up and meet his optics for even a second. It amused him greatly.

"My dear, didn't your parents ever teach you that it's rude to avoid eye contact?" he spoke finally, causing the girl to jump slightly.

At hearing his words, she slowly brought her eyes up to meet his. She watched closely as Megatron knelt down, beckoning her over with a long, claw-like finger. A strained whine came from her as she looked up at Soundwave, who simply nodded at her to go. Regina bit her lip as she cautiously made her way to Soundwave's master. Megatron smirked as she paused mere feet from him. He took the oppurtunity to scan her and, sure enough, she was pregnant. He picked up on a faint energon reading, proving that the offspring was indeed Soundwave's.

"Introduce yourself, human." he demanded, his smirk growing larger as she flinched.

"My... my name is... Regina Anette Gainsborough." she began, trying to keep her voice level, her eyes bouncing around the ruins of what used to be one of the biggest cities in the world. "Um... nice job. I... I like what you did with the place. Much better..."

There was an awkward moment of silence, until Megatron gave an amused snort and looked back up at his communications officer. Soundwave was also smirking at the humorous girl.

"A human femme with a sense of humor... how refreshing." Megatron said as he reached out to the girl, earning a shocked squeak from her as he picked her up.

Soundwave shifted his weight protectively as he watched the boss handle his Regina and it didn't go unnoticed. Megatron grinned, a cruel gleam in his glowing optics.

"What's the matter, Soundwave?" the boss taunted as he stood once again, beginning to drag a jagged claw across her sensitive scalp. "Afraid I'll drop her...? Or crush her perhaps?"

Reggie watched intently as Soundwave remained silent, just watching his master like a hawk. As certain as he was that Megatron would spare the girl's life, he still couldn't help but worry. She couldn't stifle the gasp that left her as the boss focused on her again.

"You know, Soundwave... you'd do well to relax a little. I will keep my word, as long as I'm not given a reason to go back on it. Now, let this be a lesson to you..." the Con leader growled as he slashed the human's cheek with a sharp finger, causing her to yelp in pain. "... Music to my ears..."

"However, I can see why you like the human..." he continued as he handed the sniffling femme to the awaiting Decepticon none too gently. "You may keep her, Soundwave. Just keep in mind how frail this race is. She could die any time between now and the time she gives birth."

Soundwave's energon was boiling and Megatron knew it when he handed the fleshling over with a teasing smirk. None the less, he took her, relieved to have her back with him where it was safe.

"Oh... and Soundwave? You might want to find a suitable living enviroment and food for your pet." Megatron teased, grinning wickedly.

Soundwave didn't trust himself to respond. Instead, he nodded, his optics fixed on his boss, almost in a glare.

"Dismissed. There's still much work to be done." growled the boss Con, turning his back on Soundwave to return to the top of the building that they stood before.

Soundwave watched his leader until he disappeared from visual range, before turning to leave the sight. He lowered his gaze to look at his femme, frowning deeply at how he could feel her shaking in his hand.

"Reggie...?" he asked, unsure of how she'd react to him using that name.

"Y-yeah?" she sniffed, bringing her eyes up to meet his.

He scowled, his spark buzzing violently at the sight of blood dribbling down her cheek. Trailing his gaze upward, he saw her cheeks her beautifully flushed and wet with tears. Finally, his optics met her eyes. They were blood shot and shone brighter then usual. The look she was giving him was one of pure seduction, even if she didn't mean it as such. It made certain parts of him ache for her, willing him to dominate the young human girl again. Considering her fragile state, though, he pushed back the urge and settled for admiring her; she sat in the center of his palm, her knees brought tightly to her chest as she watch him with a soft gaze.

"Soundwave, are you okay?" she asked, wondering why he didn't continue with what he was going to say.

"Yes, Regina. I'm fine. The question is... are _you_ okay?" he replied, his red optics moving from her eyes to the cut and back again.

To his relief, she smiled up at him and nodded, saying, "I'm okay, thank you, Soundwave. I've had much worse."

"Regardless, I apologize for my master." he stated with a frown.

"Again... don't be sorry. I just hope I didn't get you in trouble." Reggie said softly, her eyes uncertain as she looked down at her knees.

"Nonsense, my pet. You did nothing to get me in trouble." the Con scoffed with a smirk. "Now, cheer up, before you upset the sparkling."

"The what?" she questioned, lifting a delicate brow.

"The baby." he chuckled, forgetting that she didn't know Cybertronian terminology.

"Oh!" she squeaked, blushing in embarrassment. "I knew that."

~ Nine Months Later ~ Soundwave's POV ~

Soundwave looked on from his place in orbit as millions of humans crowded the bridge that had been forged specifically for the purpose of transporting materials to aid in the rebuilding of Cybertron. So far, the humans had done nothing stupid and obeyed every order that they had been given. Of course a few _did_ catch certain Decepticons at a bad time and had unfortunately lost their lives. Regardless, perhaps this race wasn't as dumb as he originally thought...

Bored with watching the insects known as the human race, he trained his glowing red gaze on a private -and heavily protected- patch of land. Where his Regina was currently staying. This was a daily chore for him: make sure everything was going smoothly from the dark abyss of space, then move on to observing much more interesting. His pet...

He pinpointed her location, watching as she did her daily routine; awaken, bathe, consume a meal for sustenance, so on and so forth. His optics darted to her swollen abdomen, inwardly wondering how a human female can deal with this thing called, 'pregnancy.' Did he like leaving his human on her own like this? No. In fact, he despised the very thought and actually doing it drove him mad. He didn't trust the other humans. He silently feared that they might try to hurt his Regina, simply because of the fact that she was treated like damn near royalty amongst the Decepticons. None of them were crazy enough to make a move to hurt her -except for Megatron that one time months before- because they knew that she was his pet and that Soundwave would personally disassemble them and send them to the scrap heap if they ever looked at her wrong.

Once he was satisfied with watching her for a while, he let a sigh escape him as he moved to stare at the old Cybertron. Despite it's terrible condition, there were still items that could be saved and used in the rebuilding of the planet. His processor then began to ponder the past several months and all that had happened...

He thought about his first pursuit of Regina and what had happened. He easily became addicted to the girl. He loved the power he had over her. How if he wanted her, he could easily have her. It thrilled him to his very core. Soundwave almost turned making her submit to him in to a hobby...

Quickly shaking off the memories that he was -silently- fond of, his processor turned to the number of attempts that the Autobots tried to kill him for what he did. Tried and failed. So many times did they arrive a little too late and ended up finding her completely bare and curled in to the fetal position. Eventually she learned his routine and was able to tell when he'd return. She quit resisting after learning it was futile and gave in after a while. She even quit telling the Autobots every time he visited her.

Then... the exile came. The Autobots left and hadn't come back since. The Decepticons had been victorious and they were still basking in the glory of it. Almost immediately did the enslaved race start their work of rebuilding Cybertron from the ground up. His optics raked over their old home before flitting to their new home; it was coming along slowly but still had a long way to go before it reached their late planet's magnificence.

"**Starscream to Soundwave!**" The communications officer fought back the urge to roll his optics -something that he'd picked up from his Regina- at Starscream's obnoxious tone.

"**What is it, Starscream?**" he drawled, clearly annoyed.

"**Megatron demanded that I contact you and inform you that your precious pet has 'gone into labor,' whatever that means.**" said Starscream in a taunting tone of voice.

"**Very well.**" Soundwave cut the comlink, knowing exactly what that phrase meant.

With this news, he descended back to the odd looking conjoined planets, one destination in mind; his pet's medical facility. He locked on her location and made a bee line straight for it. Soundwave mentally sighed in relief when he could see it without having to zoom in on it. Once there, he shrank back down to his seven foot stature and made his way inside. The place was empty, save for a few nurses and the doctor (Scalpel too).

"Where is she?" he growled, fixing the young nurse at the desk with a dangerous glare.

"Uhm... she... she's..." stammered the nurse, terrified of the robot in front of her.

"Answer me!" Soundwave demanded harshly.

"The doctor is in with her as we speak, b-but..." she shrieked in fear, pausing once more as Soundwave continued to glare at her.

"But what?" he snapped, fed up with waiting for an answer.

"There's been... some complications... s-so you can't see her yet." she whimpered, afraid for her life as his hateful glare intensified.

"Says who?" he snarled, his spark pulsing furiously at being told that he couldn't see his femme.

"The doctor!" the nurse replied quickly.

Soundwave watched as the nurse shook in fear before him. Angry didn't even begin to cover what he was feeling. He was ready to explode with all the pesky emotions. Fury. Panic. Even a hint of worry.

"What complications...?" he asked coldly, his facial plates shifting in to a permanent scowl.

"I'm honestly not sure... I promise that once I know something, I will tell you. O-okay?" she said, her voice surprisingly steady.

He wanted badly to say no, to bust in to the room that held his Regina. The room that she was birthing his offspring in. A scan of said room showed the human doctor and Scalpel working vigorously to bring the little one in to the world. _That_ was the only reason he didn't blast the door down to get to her. They were doing their job and he hoped for their sake, they were doing it right and keeping his pet alive and well. For several hours, the Decepticon waited... and waited... and waited some more. Not patiently mind you. He had been alive for eons. He had been forced to wait for things before. But none of that compared to how long he had felt like he'd been waiting to hear about Reggie. It seemed like so much longer.

Periodic scans of the room that held his human revealed something that was anything but comforting; the doctor and Scalpel were _still_ working swiftly to retrieve the sparkling. Soundwave wasn't a genius when it came to humans (even if he did have the world wide web at his disposal), but he did know that something could very well be wrong if it was taking this long.

At long last, the door opened and the young doctor appeared, looking tired, but froze when he noticed Soundwave glaring at him, clearly expecting an answer to what was going on and not willing to wait much longer for one.

"Well?" he asked, the agitated edge to his tone startling both the doctor and the nurse.

"She..." the doctor stuttered nervously.

"Go on." the Con ordered calmly.

"Regina is... um..." he began, jumping as the gleaming red optics narrowed maliciously. "Scalpel could explain this so much better then I!"

"Soundwave, something has come up with your pet." Scalpel started, arriving as if on cue. "Doctor, go tend to her."

Vaguely amused at how the doctor immediately obeyed, Soundwave's unfaltering gaze focused on his fellow Decepticon, waiting expectantly for an explanation.

"The sparkling's skeletal system isn't made of human bone, but of Cybertronian steel. Wires have replaced the human vains. Energon flows instead of blood. Skin has grown over it as well." the tiny bot continued on as he looked over the girl's file in his system.

"What are you saying, Scalpel?" asked Soundwave, frowning down at the Decepticon medic.

"I'm saying, Soundwave... the sparkling has a human look to it. Regina, herself, is... changing..." replied Scalpel bluntly.

"Changing? How so?" Soundwave asked curiously.

"She's... becoming one of us." the smaller bot answered, earning a look from the bigger bot, which made him continue on. "We think the sparkling is what's triggered this. We found out that she's been slowly changing since she conceived, from the inside out. The two are feeding off of eachother. Ultimately, the sparkling affected her, forcing her to change, and in turn she affected it as well, resulting in it's human appearance."

To say Soundwave was shocked would be the understatement of the millennium. "So... eventually, she'll take on a full blown appearance... like us?" he concluded.

The Con doctor nodded as he scampered off, returning to work. Another two agonizing hours passed before the small medical bot reemerged, approaching the anxious, bigger mech.

"We successfully delivered the sparkling. Her change has accelerated, but they're both fine now. She just needs lots of rest until she recovers from this ordeal." Scalpel explained before he skittered away.

Soundwave nodded absently, still surprised by the news. If her becoming pregnant by him wasn't interesting enough, her transforming in to one of them certainly would be. With that in his processor, he cautiously entered the room, observing her sleeping form. Visually, she still looked human, but a scan of her innards told him exactly what Scalpel has said. She was indeed transforming. The human doctor was still there, finishing his task of cleaning up the little one.

Turning to Soundwave, he grinned exhaustedly as he spoke, "You have a... baby mech, as Scalpel put it. Would you like to see him?"

"I would." Soundwave said as he approached the -reinforced- basinet that held his offspring.

He watched as the doctor left to give him quality time with his... family. After another glance at his unconscious pet, Soundwave finally looked upon his sparkling, studying the baby mech closely. He was awake and alert, looking around with a naturally stoic expression. It would appear that he took after his father as far as his personality went. Deep down, Soundwave was already proud of his offspring.

The mech then took in his son's human features. A tuft of soft, dark hair settled atop his head and his skin a peachy pale tone, both he gained from his mother. His eyes, though... those big, crimson orbs he inherited from Soundwave. His spark hummed in pride as he gently picked up the still fragile being that was bundled in blankets, cradling the little one to his chest near his absolutely buzzing spark.

"_Your name... will be... Frequence..."_


	2. Chapter 2

A/N: Hello again, my dear readers! ^.^ I had absolutely NO INTENTION of ever writing a chapter 2 (or 3 *wink*)... I was gonna allow the readers to come up with their own ending, but the people who asked me to, who said they wanted it continued, you guys made me WANT to add more! So THANK YOU! :D But guys I couldn't have done this alone. :/ My beta reader number one, kuu999, has given it his seal of approval! Also! If it wasn't for my FABULOUS COAUTHOR and beta reader number two, bee-roxs98 and her ideas and cheering me on, this chapter wouldn't even be possible. Neither would the next either. HA HA! Yes! There WILL be a chapter 3! SO! If you see her around, you should tell her thank you and be super sweet! Anywho! Another 19 pages of notebook paper here guys! 8 pages in wordpad! As for how long it took to write... I lost track of the time honestly. x_x Chapter 2 is gonna be quite a bit shorter then the first chapter. The first was so long and dramatic, so chapter 2 will involve a hint of fluff, some family bonding, and a little less drama. All grammatical errors are Megatron's fault this time! :D Without further ado, I give you... Keeping You: Chapter 2!

Warnings: None really. Minor language and Soundwave tends to reminisce about some inappropriate things, but other then that, there's STILL nothing too bad.

Disclaimer: I do NOT own Transformers! x_x God knows that if I did, they'd be REAL instead of a figment of my imagination. I own Regina, Torque, Frequence, and any twisted plot that differs from the movie (which is just about all of it actually).

Keeping You

~ Two Months Later ~ Regina's POV ~

Two months had passed since Regina had given birth to her son. She loved him more then anything else in the universe. Soundwave had told her specfically not to, 'smother the baby mech.' That's what she was working on at the time. Not babying Frequence too much, which was surprisingly easy. He was sorely independant and insisted on doing things himself. Rarely ever did he fail either. If he wanted to feed himself, he would. If he wanted to clean himself, he would. If he wanted to walk, he would. If he wanted to jump around like a crazy little bot, he would.

The sparkling was already the size of your average human two year old and he was only two _months_ old. That was what took the longest for her to get used to. The little one's rapid growth. Scalpel had informed her that since Frequence was part Cybertronian then he would grow faster and learn quicker, but she never thought it'd be _this_ fast. He could already walk, run, and talk. In her eyes, it took some exceptional balance to do those things at such a young age, and her son had it! It made her giddy with pride sometimes.

She observed him from her spot on the porch. He was playing in the dirt and getting dirtier by the second. Frequence may have been half Cybertronian, but this proved that _all_ children loved to play and get dirty. Including ones that were aliens. His pale skin was smudged with dirt and, if you looked close enough, you could see flecks of dirt in his shaggy mop of raven dark hair. Reggie smiled fondly.

Soundwave was due to visit them today, which made Frequence extra happy. He never smiled much and barely laughed. Ocassionally he would smile for his mom, sure, but he would grin for Soundwave and get super excited when he knew he would get to see his dad. Most of the time, though, his expression would be blank and stoic. He was indeed the son of a Decepticon.

Regina casted her eyes towards the sky with a sigh. It was a bright, sunny day and the birds were singing their respected songs. A slight breeze blew by, ruffling her long black hair gently. Smiling, she closed her eyes and relished the feeling of the wind in her hair and against her skin. A couple of seconds later, she opened her eyes again, sighing once more. For a world with a dark future, the day sure was bright. A small hand on her knee brought her out of her thoughts. She looked down to see Frequence.

"Mama, when's daddy gonna get here?" he asked with a pout (another rare expression).

"Soon, baby..." she answered, placing her hand affectionately on his head. ".. soon."

Frequence poked his lip out further before he crawled in to Regina's lap. She smiled and wrapped her arms around the little boy, planting a kiss on his forehead.

"Yuck!" Frequence complained with a grimace. "Mooooom!"

~ Soundwave's POV ~

Soundwave was monitoring from his position in the frigid expanse of space, as usual, and he momentarily changed views to check on his family. The scene he saw warmed his spark and caused a secret smile to grace his metal lips. His son had just settled into Regina's lap after asking about him and she hugged him close to her and kissed his head, causing him to complain.

After watching them for a couple of more minutes, he moved on to do his job. At last, he concluded that everything was going well and returned to the giant mass of rock that used to be known as Earth. Once his feet touched ground, he transformed to his alt mode and sped off to go see his femme and son.

The small trip would take a while still, even if he was going 80mph. He allowed his thoughts to consume him. Since Regina had their sparkling, he had grown to care even more not only for her, but for Frequence, too. It was... different. The feeling that is. He was a Decepticon and as a Decepticon, he refused to acknowledge such emotions. At least, not out loud, he wouldn't. He felt that same pride in his spark that a lot of other males felt; he gave it to his femme good and they made a beautiful sparkling while they were at it.

He would have shuddered had he been in his bipedal form. Since when did he think like _that_? Sure, he was proud and all, but _where_ did that come from? Now, he was disgusted with himself. What _kind_ of Decepticon thinks likethat?

((The kind that is a father.)) his conscience whispered mentally.

He sped up, rudely blazing past the hard at work humans, making them groan in detest. He was frustrated. It was dangerous to have these feelings and even more dangerous to express them. He had to be careful. Megatron had eyes and ears all over the planet. As the third in command, he couldn't let his personal emotions be known. To _anyone_. But he couldn't deny them in his processor either. As he slowed to a stop in front of his human's home and began to transform, his spark pulsed excitedly.

"Daddy!" came his son's happy shout.

He didn't reply, only shrank himself down and began his trek up the stone walkway. Soundwave tried to ignore the utterly happy feeling in his spark as he watched Frequence literally leap out of Regina's lap and stick the landing several feet away before running to greet himself. The mech caught his son with a roll of his optics, scanning him on impulse and scanning her as well, noting that the change had progressed slightly further since his last visit two weeks ago.

Soundwave approached the steps as Regina stood, smiling slightly at the tall mech, whom still loomed over her despite the fact that she stood on the top step. He snapped a screenshot of her smiling, the smile that she only gave him, before he climbed the steps and she led him inside the cozy two bedroom home.

He stayed with them for several hours and before he knew it, night had fallen. Regina had started the -tiring- task of putting Frequence to bed, but the little one kept asking for his father to tuck him in (and made it well known that he'd never go to bed if Soundwave didn't do it). Reggie amused by his antics and Soundwave amused by the threat, he put Frequence to bed for the night, before meeting his femme in the kitchen.

"How are you feeling?" he asked as he entered the small room.

"Tired." she answered with another smile in his direction. "Frequence is a handful sometimes. Especially on the days you come to see him."

Soundwave frowned as she stated that he'd come to see the sparkling. He'd wanted to see her, too, and he began to debate on whether or not to correct her.

"I... we..." she began, blushing (and unknowingly disturbing his inner fight). "We both... have really missed you, Soundwave."

She smiled at him again. The exact same smile that frustrated him to no end. Regina was the strangest femme that he'd ever met in his long life. She was okay with him, even after the unspeakable things he had done to her. She was thrilled to learn of her pregnancy with the child of an alien robot. It _confused_ him and _fascinated_ him. It kept things interesting and he loved it. _That_ is why he refused to leave the human alone. _His Regina..._

"Frequence isn't the _only_ reason for my visiting, my Regina..." whispered Soundwave, closing most of the distance between her and himself as he -gently- caught her chin between the digits known as the thumb and index finger. "I... also enjoy seeing you as well..."

His steady crimson gaze met her wide emerald eyes. A glimmer of surprise flickered in those big orbs at his quiet, but clear confession. He watched her blush darken as she giggled bashfully at him. Yet another war began to rage in his processor; should he or shouldn't he? One last look from her lightly dusted cheeks to her green eyes decided it. Saying nothing more, his lips of cold steel covered her warm lips of flesh in a searing kiss. A squeak of shock sounded off in her throat at the sudden action, but she easily fell in to it, shyly returning it as she rested her hands cautiously on the facial plating considered to be his cheeks. It felt like an eternity had passed by the time he pulled back, making her whine in protest, and him smirk in amusement.

"Goodnight, my pet."

"Goodnight..."

~ Regina's POV ~

Another two weeks went by before her con returned to see her and their son. However, this visit was different from the rest. He said that he wanted to take them somewhere. When she asked him where he would be taking them, Soundwave replied with only one word.

"_Cybertron_."

Regina gawked at the massive mech, while Frequence cheered. She was surprised that Soundwave actually wanted to show her his previous home. She had a great view of it from her yard, but she'd never seen it up close and personal. The idea scared her. There were certain Decepticons who wanted her head on a silver platter. Decepticons like Starscream. Nonetheless, she smiled and nodded, knowing that Soundwave could probably sense her uneasiness about the situation. If he did, he didn't comment. Before she knew it, she was outside, watching him transform. The door swung open for the worried human and awed sparkling. Awkwardly, Regina slid in to the driver's seat while Frequence jumped in to the passenger's side. The trip was silent, save for the occasional questions Frequence would ask his dad. Once they crossed the bridge linking the two very different planets, Reggie was floored by the scenery. Huge steel structures and metal beams that easily reached -at least- thirty feet high were wrecked. Scorch marks dotted the surfaces and in some cases, metal had been melted to a literal puddle. Corpses of Cybertronians were scattered about, some not even intact. Regina was certain that this planet was beautiful once and had no doubt in her mind that it would have been spectacular to see back in it's glory days.

"Dad, where are we?" Frequence asked, noticing that they had been driven to a remote part of the planet.

"This was once the living quarters for our race." Soundwave answered, opening his doors as a sign for them to get out.

"Wow... it's huge..." said Regina, staring wide eyed at the crumbling 'building.'

"It was bigger before. This is only one of hundreds. It housed roughly ten thousand." the comm-officer explained after he transformed to his bipedal mode.

After she gawked for a couple of moments, they moved on, Soundwave in the lead. For the next two hours, he gave them a tour and showed them from the living quarters to where the sparklings were 'born' to the very spot where the war for Cybertron began and expanded, and everything in between. At the end of the tour, Regina sat down next to the Decepticon, or Soundwave lifted her to sit next to him rather. It made her squeal and cling to his arm. Apparently she didn't fancy heights...

"Come now, my pet. It's only twenty feet..." he said with a smirk.

"Only t-twenty feet..." she whined, staring down at the ground that seemed so far away now.

Out of nowhere, Frequence jumped up and landed on the opposite side of Regina, damn near making her tumble backwards when he yelled, "Hi mom!" in her ear. Thankfully the con was there to help her regain her balance. They sat in a comfortable silence for a while, watching the sky darken. The view they had from their elevated locaton was incredible; from where they sat, they could see a gorgeous sunset, changing the colors of the ever present sky from bright blue to orange and red to midnight black, specked with twinkling stars and a rising crescent moon.

"Wow... the view is kind of pretty..." said Frequence, looking over at his parents.

"Yeah. It is." agreed Regina, smiling down at her son.

Soundwave watched the two interact with interest. Frequence may have been a future Decepticon, but the sparkling adored his mother, even if he didn't show it a lot. Love shone in Reggie's eyes as she looked at her son, proud that she (and Soundwave!) had made such a wonderful creature. Suddenly and with a huge grin, she threw her arms around Frequence and brought him in for a hug, making him groan.

"Dad! Help... me..." Frequence gasped out.

Soundwave lifted an optic ridge for a moment before he smirked, shaking his head in a 'you're on your own, son' manner. Regina looked back at Soundwave, still having Frequence in her embrace. Acting on impulse, yet again, he took another screenshot of his femme and their offspring, storing it safely in his memory bank with all the other pictures he had of them. A minute passed and the playful mother and son calmed down. However, the silence didn't last long.

"Hey, mom? Are you okay? You're kind of pale..." Frequence asked, worry clear in his crimson eyes.

"Hm? Oh... yeah, I'm okay. I promise..." she replied, smiling tiredly.

Soundwave's spark pulsed quickly, suddenly stricken with concern. He'd not scanned her yet to see her progress of the change -that she _still_ didn't know about.- Quickly he ran a scan of his human, only to find out that her vital organs had decreased further in size and were actually beginning to shrivel away in to nothingness. Even her blood seemed to be laced with energon and had an odd purple tint to it. Squashing his rising panic, Soundwave jumped from his seat and turned to gently pick up Regina and lower her to the ground.

"Come on, Frequence..." Soundwave ordered calmly. "Let's get your mother home. She's tired."

"Sure thing, dad." replied Frequence as he jumped down, landing beside his mother and making her squeak with worry.

"No no no..." started Regina. "I'm okay. Really."

"Don't argue with me..." growled Soundwave, his words dripping with finality as he transformed, his doors opening immediately.

Reggie knew better then to test him. Even if he did care about her by chance, he wouldn't hesitate to discipline her if she questioned him. But little did the family know, they were being watched...

~ Starscream's POV ~

High above ground on a mountain of twisted metal stood Starscream, observing his fellow Decepticon closely. That day, about an earth year ago, the jet never would have guessed that Soundwave would have spared the human, let alone _mate_ with it. Soundwave had lost it. The Decepticon's communications officer was _insane_! He couldn't stand aside and let the Decepticon's name continue to be tarnished. Starscream was sure of it now; the pathetic human named Regina and the abomination they called Frequence _had to go_. With a growl, Starscream transformed and made his way to see the only mech that could put an end to this madness. _Megatron_.

The entire flight to see his master was spent trying to figure out how to approach the subject with Megatron. These things had to be done delicately. If Soundwave ever found out that he was the one who tipped off the boss, Starscream was certain that the con would bash his helm in. He didn't have time to ponder on the subject any longer though; he had arrived.

"Lord Megatron... you are such a great leader... and because of that I have taken the liberty of gathering information that is sure to please you..." began Starscream in the exact same sleazy tone that he usually used with his master.

"Get to the damn point, Starscream!" spat Megatron as he glared harshly down at the bowing Decepticon.

"As you wish, my Lord." muttered the jet as he stood to his feet, barely holding back a growl that would have been directed at his leader. "I was doing my rounds by air and I saw Soundwave. It appears that he took the human and brat on a tour of our planet. He's got feelings for the little fleshbag femme and has become attached to them. He's become weak, my Lord."

"..." Megatron was silent for a moment as the information sunk in, before he spoke again, "What makes you say that?"

Starscream paused, caught off guard by the question. How could he as the second in command be so stupid? Of course Megatron would want to know specifics. However, there were none. Soundwave had not said or done anything to give himself away while he'd been spying on them. What was there to do, besides lie his aft off?

"It was the things he did, Lord Megatron. He held the sparkling. He kissed-" Starscream paused to shudder. "-the human. At one point, they were all cuddled up together. It was disgusting!"

~ Megatron's POV ~

Megatron scowled in disgust. Could that have been true? Was that what his communications officer had been reduced to? A family oriented, Autobot wanna-be? The Decepticon leader's processor wandered to the thought of his third in command being happy and becoming a family mech. The image itself was horrid enough to make Megatron want to vomit. There was no way in this universe that he would allow it. _No_... _way_...

With a snarl, Megatron grabbed Starscream by the throat and spun around, pinning the con to the wall of the bulding that they stood upon.

"Listen to me, Starscream, and listen _good_. You are to go and find the fleshling and her offspring. Capture them and bring them to me, alive and unharmed." The leader's grip tightened around the jet's throat to emphasize his point. "I mean it. If there's one scratch on them, I will personally turn you in to a pile of scrap metal!"

With that being said, Megatron carelessly tossed the jet off the building, smirking as Starscream quickly transformed and took off in search of the human.

"If what you say is true... if Soundwave really is becoming attached... then we will need them both alive in order to persuade our comrade and bring him back to us." the master stated, a malicious gleam in his blood red optics.

This could be _fun_...


	3. Chapter 3

A/N: You know what, guys? You're all SO AWESOME! :D The reviews really DO help speed along the writing and posting process! It really really REALLY does! I know you probably wonder HOW since it took me so long to do this. Well, I ran in to several speed bumps in how I wanted this chapter to go (most of which did NOT go the way I originally planned). Not only that, I also have a job. x_x Curse work for interfering! 30 and a half pages of notebook paper and took up part of my second Transformers notebook (the first one has Bee on it and the second has Optimus)! 11 pages in wordpad. As for how long it took to write, type, and edit... I totally lost count. I'm tired from working all night... *cough* :D So this is chapter 3 of Keeping You! I have a feeling people won't like this one. Why? Certain characters may be too out of character. If you know the characters well enough, you'll quickly see which ones I'm referring to. So I'm even MORE self conscious about this chapter. But I really wanted to capture the soft side of a Decepticon. They have sparks, too, you know! They're perfectly capable of feeling and experiencing emotions as much as the next mech or femme. Oh, and by the way, there will ALSO be a chapter 4! ^^ All errors in spelling and what not are the fault of Sentinel Prime this time! O.O He... he... kept sneaking up on me! Uhm. Anywho. So, here you go, dear readers! Chapter 3 of Keeping You!

Warnings: None. Soundwave doesn't even reminisce in this one I don't think. Minor language and that's it.

Disclaimer: I do NOT own Transformers! x_x God knows that if I did, they'd be REAL instead of a figment of my imagination. I own Regina, Torque, Frequence, and any twisted plot that differs from the movie (which is just about all of it actually).

Keeping You

~ Starscream's POV ~

The Decepticon creeped around the large, newly built structures, supposedly overseeing the human slaves as they did their jobs. In reality, this mech couldn't care less about these rodents. He was on a mission. A mission that he would _actually_ enjoy, even if it didn't involve harming a human. Night began to fall on the joined planets, which meant the night shift humans would be taking over the work so the day shifters could rest a little while.

"Weak, pathetic fleshbags..." he growled in a slimy tone, squashing out the urge to step on them.

He had more important things to concern himself with; like capturing that human femme and her offspring. Starscream grinned cruelly as he neared the girl's home. The con snorted and rolled his optics when he spotted Soundwave visiting with them. It looked like he'd have to be patient and wait until the communications officer left. Quickly, he took to the shadows and remained silent, still, and out of sight.

"Now, we play the waiting game." the mech chuckled darkly, his intense gaze set on the small home.

A couple hours passed before Soundwave emerged from the house, pausing by the door to discreetly peck his human goodbye -making the jet shudder in distaste- before he continued off the porch. Starscream watched Soundwave leave, lip plating shifting in to a smirk and broadening the further away he got. Once the comm-officer was gone and out of the jet's sensor range, he decided that it was time to strike and do what his master had sent him to do: get the small family.

~ Regina's POV ~

The fleshling watched her Decepticon take his leave from the porch steps. A couple minutes later, when she could no longer see him or hear his engine, she walked back inside her house and closed the door. Leaning against it, she was overcome by a fit of girly giggles as she thought of Soundwave; she hated to see him go. At last, she got ahold of herself and sighed in content before deciding it was time for bed. Like all children, Frequence was an early riser so she would need to be up with him soon. With that thought, she turned off the first floor lights before retiring upstairs. Momentarily, Regina peeked in to check on her son, then made her way to her room. She changed in to her pajamas -long pants and a modestly cropped cami tank- and laid down in her bed, sighing in exhaustion as sleep almost immediately took over her.

Little did Reggie know, she had an unwelcome visitor. Starscream took a page from Soundwave's book and shrank himself down, easily picking the lock of the front door, granting him full access to her home. He quietly walked upstairs, easily finding her room. Working quickly, the Decepticon ripped the comforter from the sleeping girl's body, causing her to jerk awake and bolt up right. Regina's mouth opened in a scream, certain memories rushing back to her that she was now fond of. Hastily, Starscream covered her mouth with his claw-like hand, only a whimper able to escape her. She flailed around, not wanting a repeat of the last time she was in this situation, especially with _this_ Decepticon. She cringed as her foot came in contact with the lamp on her bedside table, causing it to fall to the wooden floor with a loud crash. Seemingly had enough of the girl's struggling, Starscream tightened his grip on her, the talons of his hands digging in to her soft flesh. She became motionless instantly, whining as her need for oxygen became obvious.

"I'm going to take my hand from your mouth, fleshling, and for your sake, you better shut up and do as I say! Got it?" snarled Starscream, spraying her face with energon as he pronounced every word.

Swallowing hard, she nodded, staring up at the crazy con with fear glazed eyes. He uncovered her mouth and released her as promised, making her immediately glare up at the jet hatefully and wipe the spit from her face.

"Go get your brat." he ordered, scowling when she opened her mouth to retort, but he interrupted. "What did I say? Do you _want_ to die?"

She growled, but didn't answer. Instead, she reluctantly got up on her shaky legs and walked across the hall to Frequence's room, the con in tow.

"Wake him." he demanded, the glint in his bloody red optics daring her to argue.

Her defiance quickly disappeared and was replaced by fear as she sat down on the side of Frequence's bed.

"Frequence... wake up, son..." she said, her voice quivering as she gently shook him.

"Mama...?" he mumbled sleepily, sitting up and rubbing his eyes. "What's going on?"

Regina thought about her answer; her maternal instinct told her to avoid telling him the truth so it wouldn't scare him, but the logical part of her knew that despite Frequence's young age, he was well aware of how hated she and him were among not only the Decepticons but also the humans. News of them and Soundwave had spread like wild fire through the Decepticon army and hordes of humans. Who knew that giant alien robots could gossip as much as earthlings? Because she sure as hell didn't tell Frequence about the joint hatred both races felt towards them.

"Uhm..." she muttered, glancing nervously back at the impatient con. ".. I'm not exactly sure."

Frequence blinked drowsily at Regina before following her gaze, making his eyes widen. Seeing the Decepticon in front of him certainly woke him up and made him extra alert.

"Grab the brat and lets go." growled Starscream, glaring down at the two.

Regina obeyed without question, quickly setting her sparkling to the floor and gripping his small hand tightly as she walked away, occasionally being shoved ahead by the con, who was following behind them. He guided them -harshly- to the door and outside before he allowed himself to grow back to his full size. Regina shrieked as the jet scooped them up and transformed, taking flight and heading back in the direction of his master.

~ Soundwave's POV ~

Another day, another long and boring shift of orbit. It had been close to six days since he last saw his femme and sparkling. As usual, he would zoom in on the house at times, expecting to see his Regina on the porch and Frequence getting dirty and running around the spacious yard. The first day he figured that they had decided to spend the day indoors, but his spark pulsed annoyingly with a strange emotion. The second day, he thought that maybe Frequence had misbehaved so perhaps Reggie had disciplined him, but the odd feeling had spread from his spark to his processor. The third day -in his eyes- was a coincidence and he decided to ignore his now all too obvious worry. He did the same on the fourth day and had continued to on the fifth, but by now his spark was not only shaking with concern but also with rage at Soundwave's stubborn stupidity. Now fed up with his feelings (and his spark's possible mind of it's own), he decided that he would go check on his pet and offspring, who both were becoming more trouble then they were worth. Primus help them if they were just hiding out indoors, safe and sound...

Finally, he made it back down to the planet and headed straight for Regina's. The mech was furious with her for so many -nonexistant- reasons and it confused him. He just did not understand. _At all_. He didn't even know _what_ he was trying to understand. The entire trip was a blur of road, sky, and a dozen different (and negative) thought processes. He screeched to a halt and immediately transformed, stalking up to the porch. Soundwave shrank down and reached for the door, only to pause, a suspicious feeling gripping his now trembling spark. The door was open just a crack.

((Something isn't right.)) his conscience warned him.

Soundwave ignored the little voice in his head and shoved the door open with a growl. He searched the bottom floor, but the fleshling and child were nowhere to be found. The feeling became that much more nagging and his spark's trembling was almost violent by now. Deciding to save time, he scanned the top floor, only to realize they weren't up there either. Not wasting a second, he went upstairs, noting that the house was just as clean as it had been last time he visited. Looking in Frequence's room, everything was in place, except for one thing; the bed. It was messy and unmade. Regina always had the beds made after they woke up. Slightly paranoid now, he went on to Regina's room. The door was wide open, the bed much messier then the sparkling's, and a broken lighting fixture on the floor. No doubt the result of a struggle. Now he _knew_ something was wrong and the mixed feelings intensified, his spark damn near ricocheting off the walls of it's chamber. Now he was worried about what could have happened to Reggie and their son...

The con stuck around the house for a couple more minutes, investigating the items and looking for prints that could reveal who had broken in to his femme's house. Upon closer inspection of Regina's bed, he saw a small blood stain. She was injured. It didn't seem bad but with her change closing in on her, anything could do permanent damage to her and even kill her. He stood there, studying the scene closely, continuing to try and figure out what could have happened. Nothing came to him though. There was no evidence of another human being there. Either way, Regina was bleeding and they had been kidnapped. After seeing no other human DNA inside the house, he decided to search outside. After a thorough search and coming up empty handed, he concluded that this was the work of another Decepticon. It was rare, almost impossible, for a human to do something like this and not leave behind any clues. He had a hunch as to who did it, though, and decided it was time to go pay them a little visit. Nobody messed with _his_ family and got away with it unscathed. Without further delay, Soundwave transformed in to his silver Mercedes alt mode and took off in search of a particular second in command by the name of Starscream.

"Just wait until I get my hands on you, Starscream. Just wait..." he growled, gradually gaining speed. ".. I will give your name a whole new meaning."

~ Several Hours Later ~ Starscream's POV ~

Starscream couldn't be more proud of himself. Getting his hands on the fleshling and brat couldn't have been easier. He successfully delivered them to his boss and was currently back in Megatron's good graces. But the best part was that Soundwave wouldn't have a clue what hit him.

Or would he?

At the sound of changing gears and hissing hydraulics, the jet's optics almost had the potential to widen as he jumped in alarm. Spinning on the spot, he came face to face with a royally pissed off Soundwave.

Okay, so maybe the comm-officer wasn't as dumb as Starscream thought and the fact that he underestimated Soundwave would cost him.

"Where are they?" Soundwave asked calmly.

"Where's who?" replied Starscream smugly.

"Quit playing stupid, Starscream. I know that you're the one who captured them. Now I'll ask you again and if you insist on acting innocent then I'll beat it out of you!" spat Soundwave venomously, taking a threatening step towards the jet. "Answer me. Where are Regina and Frequence?"

"That hurts, Soundwave. How could you even think that I would do that?" Starscream said with a grin. "Especially since they're both just a waste of life and need to be put out of their misery."

No sooner had Starscream finished his sentence, Soundwave had tackled him straight off his feet, one hand enclosed around the alien jet's throat and the other plowing in to his face.

"That is _exactly_ how I know it's you." the communications officer growled, his hand around the con's throat tightening considerably. "You hate their guts and would do _anything_ to get rid of them. Now tell me!"

Starscream refused to tell him again which earned another shot to the face. This went on forever it seemed before the furious Decepticon became fed up. He got to his feet, his intense crimson gaze on a busted up Starscream. The second in command was trying to get back up, but just fell over, as if he was dizzy from Soundwave's beatings.

"Last chance!" he warned coldly.

"Get over it! Whoever took them off your hands did you a favor! You've become weak!" Starscream snapped back, glaring from his sitting position in front of Soundwave.

For a moment, Soundwave stood there staring down at his fellow con. Then he snapped. Nailing a swift kick to the helm had Starscream flat on his stomach. He then planted his large foot at the joints that connected Starscream's arm to his shoulder, causing the jet to growl in pain. Bending down, Soundwave grabbed the limb he was restraining.

"What are you doing?" yelled Starscream, glaring up at his so called comrade the best he could.

"Making you tell me what I want to know!" Soundwave shot back, applying more pressure to the shoulder as he steadily began to pull the arm up towards him.

"You're crazy, Soundwave! You have lost your fragging mind! Why do you love this human?" snarled Starscream, hissing in pain.

Soundwave froze momentarily, caught off guard for a second. Just as quick as he paused, though, he continued to pull, making the jet swear in Cybertronian.

"I will _end you_, Starscream! Now answer me!" demanded Soundwave, pulling even harder at the limb.

Several more minutes of slow torture passed and Soundwave could feel that Starscream's arm was ready to give any time, making the mech in control grin. Finally, he spilled his guts after the pain became unbearable.

"Lord Megatron ordered me to bring them to him! So even if you do find him, they're probably already dead! Now release me, you psychotic piece of scrap!" Starscream snapped, struggling pathetically against Soundwave.

Soundwave stilled, an optic ridge raised as he chuckled darkly, asking, "Psychotic piece of scrap?"

"W-what?" stammered Starscream, clearly panicked. "No! That's not what I-I meant! I swear!"

"Of course you didn't. Because if you did, I'd do this..." Soundwave growled, his smirk broadening sadistically as he yanked the beaten con's arm one last time, effectively seperating it from his body.

An agonizing scream erupted from Starscream as he clutched at his shoulder, energon spewing from the wound by the gallon. The comm-officer tossed the severed (and still squirming) limb back at the Decepticon on the ground, who was still screaming and flailing about. With that, Soundwave transformed and left, leaving Starscream behind to wallow in pain.

~ Soundwave's POV ~

The seething communications officer sped off, pushing the pedal to the metal. His spark was thrumming furiously, obviously angry with him for being a stubborn mech all week. Had he acted sooner, maybe he could have saved them already. But nooooo... he had to be stupid and ignore his feelings, and now he might be paying dearly for it. He was stupid, stupid, stu-

"**Soundwave, I need to see you. **_**Now**_**." **Megatron's icy tone interrupted his mental scolding.

"**... on my way..**" Soundwave growled back and abruptly dropped the comlink.

"You _never_ mess with another mech's mate and sparkling and get away with it." snarled Soundwave to the silence of his alt mode, punching the gas furiously. "_Never_!"

His spark seemed to relax slightly at Soundwave -finally- admitting his feelings for his mate and sparkling; _his family_.

A hissing sigh escaped his vents at the confession, even if it was only to himself. It felt... good to acknowledge it. It felt right. But now he might lose them for good. The very thought made him top 130mph. Soundwave was desperate now. He needed to find his boss. He _had_ to before it was too late.

The entire trip no matter how short seemed to take forever and no matter how fast he went, it just wasn't fast enough. At long last, he could see Megatron in the distance, no doubt awaiting his arrival. Taking note of their surroundings, Soundwave silently thanked the gods that they were by themselves. He hit the breaks, leaving a long trail of dark skid marks behind him, complete with a cloud of smoke. At the look his leader gave him, he mentally cursed himself for appearing as desperate as he felt and transformed. Desperation was _not_ the way to get his family back. Showing it to his leader sure as hell wouldn't help. The only way he could possibly save them now would be to do some smooth talking. _Fast_.

"You certainly got here in a hurry, Soundwave. It's a new record..." Megatron teased with a smirk, staring at his third in command from his seat upon a mountain of warped steel (which looked like a throne, ironically enough).

"You did demand my presence, my Lord." the Decepticon retorted, playing it cool for the time being.

"I guess you're right." said Megatron with an uncaring shrug. "Do you have any idea why I called you here?"

Leave it to Megatron to cut to the chase so bluntly...

"I have one or two..." the lower con replied, lip plating shifting in to a deep frown.

"Good... then I don't need to explain myself." the boss said with a smirk as he extended his hands, opening them both that had previously been balled in to fists; in one palm laid a pale, severely weak Regina and in the other sat a visibly concerned Frequence.

It took sheer willpower for the comm-officer to stay put and not pounce on his leader for putting his grimy hands on his femme and sparkling.

"I've heard some things, Soundwave." said Megatron, causing the mech in question to look at his leader. "Things that I don't like. Things that I _will_ put a stop to."

"I'm afraid I don't know what you're referring to, Lord Megatron." Soundwave stated blankly, momentarily glancing at Regina who was struggling to sit up then his gaze flickered to a confused Frequence who now was looking between his father and the rust bucket who held him.

"You've become attached to these insects. You've developed _feelings_." Megatron said in a matter of fact tone as he held the fleshlings up to his optic level.

"Really... and where did you hear that, my Lord?" he asked, remaining calm as he met and held the Decepticon leader's gaze.

"That is of no importance, Soundwave. It's time for you to say goodbyw to you pet and brat." Megatron grinned evilly as he -slowly, almost tauntingly- began to close his fists again.

"Don't!" Soundwave wanted to kick his own aft for the fear in his tone, but it made his boss pause, if only for a moment.

Just like that Soundwave had lost his composure when Megatron was about to crush them. The only ones who had ever meant anything to him. He dropped his gaze from Megatron to Frequence, scanning him on impulse and relieved to see that he was uninjured. The sparkling was trying his best to remain impassive in his situation, but the glances he kept stealing of his mother betrayed him; he was worried sick.

"Fine, Soundwave. You can keep one of them. Take your pick." the other Decepticon drawled, his tone bored but his expression challenging.

Soundwave's optics darted up to meet his boss's. Just one? He had to pick? There was no way. It was time to come up with something -anything- that could save them. He looked at Regina, scanning her first thing, only to tense visibly at his readings. Where as her blood only contained traces of energon before, it was now almost fully replaced by the blue substance. Most of her organs had fully degenerated by now, leaving only the important ones such as the brain, heart, and lungs to keep her alive, but only barely. They were going to be next. She certainly wouldn't make it if her spark didn't form at just the right time. Her health had deteriorated significantly. A thoughtful frown graced his features. Her condition could intrigue the boss enough to let her go if he revealed it...

His red optics met her glassy green eyes; before those eyes were gorgeous, vibrant, and shone with life. Now they were dull and pained, almost... dead. The only issue with telling his boss about Regina's condition would be her -she still didn't know either.- But... he had to. If he wanted to save his mate, he had to tell Megatron. He just hoped that she wouldn't be _too_ upset with him...

"Of course..." Megatron began smugly, easily getting Soundwave's attention again. ".. if you can give me a good reason to let them live, I might just spare them... you could take them home..."

Soundwave could feel a triumphant smirk fighting to spread across his face, but didn't allow it to show. He had just the reason for his boss to let them go. The communications officer silently thanked Primus, who was no doubt on his side, as he leveled his gaze with Megatron's.

"She's changing, my Lord." stated Soundwave, keeping optic contact with his leader.

"..." Megatron stayed silent, staring at his underling as if he'd grown a second -and third- head.

Soundwave didn't speak either as he let his boss absorb the information. Breaking their stare down momentarily to look at Regina, he realized that she was looking between Megatron and himself, her eyes wide and confused. He could tell even though she looked alert at the time that she wasn't completely there. She already looked like a zombie, her body a shell of the woman that she use to be. Her body was in the final stages of shut down and she could die at any time. She needed help. Their help. Time was dangerously close to running out. With that thought, he brought his optics back up to his leader's who still appeared to be shocked in to speechlessness.

"Regina is changing." repeated Soundwave, his gaze brightening intensely. "She's becoming one of us. Scan her... see for yourself."

Soundwave watched on, praying silently -something that he'd been doing _alot_ that day- to Primus (once again) that Megatron would agree to let them live, as said boss bot looked down at Regina skeptically. The squishy girl looked like hell, that was for sure. Her long, dark hair was pulled back into a mussy braid. Her green eyes were dark and glossy, as if they weren't really seeing. Her skin was ghostly white and thin, looking like it would tear at the smallest pull. Reggie swallowed nervously as she looked up at Megatron with unfocused eyes, twirling the tail of her braid between her long, boney fingers. The Decepticon leader exhaled a sigh as he reluctantly did as Soundwave had asked, scanning the sick fleshling from head to toe, his facial expression changing more and more as he studied the analysis.

"... incredible.." muttered Megatron as he regained a fraction of his self control, though his expression still one of utter shock. "She _is_ becoming one of us."

"It is incredible." Soundwave agreed, his spark pulsing in anticipation; it wanted -no, _needed_- to have her back in it's master's grasp, safe and sound.

"It... it's true?" asked Regina weakly, her eyes temporarily focused enough to recognize her con. "Why didn't you tell me?"

"The change began months ago, after I impregnated you, Reggie." explained Soundwave cautiously, wincing at the hurt expression on her face. "Your condition has been so delicate these past months that the very shock could have been fatal."

"Well... I hope you're happy I'm dying." she replied with a bitter smile. "That doesn't help us _now_, does it?"

Soundwave cringed, as if she'd physically struck him. He hated the fact that she was angry at him (and how it affected him). He also hated that she not only looked beaten, but because _he_ caused it. It was _his_ fault that she was hurt by the toll the transformation was taking on her, and also by him keeping it from her.

~ Megatron's POV ~

He studied the exchange going on between the fleshy and Decepticon. He had a feeling as to what happened, but until his suspicions were confirmed, he decided to remain quiet and let the scene play out. He could feel the sparkling squirming in his hand and it caught his attention for a moment. The little one had been trying hard to keep his expression stoic, but the boss knew better. Frequence was worried about his mother and had every reason to be. The Decepticon-to-be-femme was in a grave situation. The fact that a fight seemed to be taking place between Regina and Soundwave didn't help the young mech.

Then it happened; Regina bit out a harsh comment at his third in command, who flinched away with an expression of a four legged canine that had been kicked too many times. What was it called? Ah, yes... a puppy. A puppy who had been kicked too many times.

It was also at that moment that it dawned on Megatron. Soundwave looked at the femme as his mate. The realization made his optics brighten in shock, quirking his ridges. Soundwave was a _Decepticon_, his third in command. How could the con develope such feelings; such a bond with the human? A _bond_. If possible, Megatron's optics brightened even more and his optic ridges raised higher at the conclusion that invaded his processor; Soundwave's spark had taken a -permanent- liking to her. It saw Regina as his mate. As _it's_ mate. This put the Decepticon leader in a tough position. He wanted so badly to crush the human and child in his bare hands, but if the bond travelled deep enough then it had the potential to destroy Soundwave, too, if she was to die. Since Megatron had no desire to lose his communications officer, he chose the decision that he really didn't want to choose. To let them live...

"Soundwave..." Megatron began, sighing loudly and easily getting everyone's attention. ".. they can live."

"Your spark has grown attached to this... human." he continued when Soundwave remained quiet, growling the word, 'human.' "She's your mate now."

"W-what?" squeaked Regina, looking between the two mechs with surprised, semi-focused eyes. "Soundwave?"

Aforementioned con didn't reply, only looked at them all before -slowly and cautiously- nodding his confirmation.

"I really don't want to say this." grumbled Megatron, looking between Reggie and Frequence. "I'll allow them to live, _only_ because of the fact that if she dies, then she could take you with her. You're one of my best and most loyal followers, so therefore I don't fancy the idea of killing you." His optics darted from a visually relieved Soundwave to a genuinely surprised Regina and a fidgeting Frequence. "_Do not_ think that it changes anything!"

Megatron winced at his own words, as if it had physically hurt to say them. Regina and Frequence nodded vigorously to show they understood his warning. Soundwave slowly approached the odd throne and carefully retrieved them.

"I would suggest taking her to Scalpel and letting him care for her until her transformation is complete." said Megatron softly with a grimace. "The only way the femme stands a chance is to get help from him."

Soundwave nodded in understanding as Frequence took a seat on his father's shoulder and the con gently cradled Reggie to his chest near his happily humming spark. Muttering his thanks to his boss, he quickly left to see Scalpel, leaving Megatron alone.

"That _did not_ go the way I wanted it to." Megatron pouted childishly, slumping back in his seat and crossing his arms.


	4. Chapter 4

A/N: I was going to make this the final chapter, but considering how long that would make it (it could meet and beat chapter 1) I decided to end it as you see it. This chapter is light family fluff that focuses solely around the -currently- happy family. So considering the traumatic events I have set for the immediate future, I didn't wanna ruin the sweetness of this chapter with it. This is another 20 pages of notebook paper at least and will probably make another 8-10 pages in wordpad; I really don't remember. I don't have Microsoft Word. I fail. -.- I know it takes me a while to get chapters out but it's because I have a job and stuff. I write on my free time at work so yeah; sometimes I get really busy and don't have a chance to write, sometimes I can't concentrate, and sometimes I'm just not feeling it. But I have EVERY intention of finishing this, so please just bare with me! My readers and reviewers ROCK! Thanks so much. You make me wanna continue to write and post stuff! ^^ So this is next to the last chapter! Chapter 5, as of right now, will MORE THEN LIKELY be the final chapter! Makes me sad to think about it. T_T ANYWHO! Errors and what not are the fault of Soundwave himself this time! He got a bit cuddly with this chapter! XD

Soundwave: LIES! I DID NOT!

SN101: Uh huh... and that's why you're snuggling with my stuffed bunny...

Soundwave: Uh...

SN101: EXACTLY! Now be quiet! People are trying to read! Enjoy, my dears! ^^

Warnings: None really. Minor language and some fluff with Reggie and Soundwave later in this chapter. Other then that, it's not that bad.

Disclaimer: I do NOT own Transformers! x_x God knows that if I did, they'd be REAL instead of a figment of my imagination. I own Regina, Torque, Frequence, and any twisted plot that differs from the movie (which is just about all of it actually).

Keeping You

~Soundwave's POV~

It had been a week since the encounter with Megatron and Soundwave did exactly as his boss had ordered. At that moment, he was standing in a corner of the huge medbay room with Frequence, being sure to keep out of the mini med-bot's way while he was doing tests on a currently resting Regina.

Sure, Megatron did officially call off his attempted killing spree of Reggie and Frequence, but that didn't make the Decepticon leader's mood any better. In fact, he'd been pissier then usual. It was like when the boss couldn't kill something that he really wanted to, it put him in a seriously crabby mood. Alot like Regina when she-

"**Megatron to Soundwave!**" came the con leader's cranky drawl through the comlink.

"**Soundwave here...**" the Decepticon muttered back, caught off guard by his boss suddenly getting in touch with him; he'd not heard from him in a week.

"**Just because you have a mate and sparkling -and I allowed them to stay alive- doesn't mean you can neglect your duties. You **_**better**_** get back to your position tomorrow!**" snapped Megatron before he instantly cut the link.

Soundwave sighed through his vents as he checked his internal clock. It was 2:06pm, earth time. He had 16 hours to spend with his family before he had to return to space for a while. Looking around the large room, one of only about a dozen in the Decepticon's medbay, he approached the _gigantic_ berth that Regina dozed upon; his pet was just a speck in the center of it. Shrinking his size again, he sat next to Frequence, who looked to be deep in thought as he stared at his unconscious mother.

"What's on your mind?" asked Soundwave, looking down at his son.

"... nothing.." Frequence mumbled in response, shaking his head as he looked away from his parents towards the floor.

Soundwave shuttered his optics in the Cybertronian form of a blink, cocking a ridge in question. The sparkling couldn't think his dad didn't see through his front, could he?

"Care to try again, Frequence?" he said with a frown at the young one, clearly not fooled.

The child sighed and looked back at his mother's pale form before turning his gaze to his father. He nibbled his lip as he debated on how to say what was bothering him.

"Well..." Frequence started, crimson irises and dark pupils meeting the crimson optics from which they originated. "Do you think... mom will be okay?"

"She's stronger then everyone gives her credit for." stated Soundwave with a smirk. "She's been through hell. She had you, whose half Cybertronian, and could have taken her life at birth. She has put up with Megatron _and_ Starscream's abuse. I have also done some bad things to her as well. If she can handle all of that, she'll pull through this."

"I... almost killed her?" squeaked Frequence, his voice uncharacteristically high.

"You're my son, Frequence." Soundwave explained, looking down in to his son's horrified scarlet orbs. "I'm an alien robot from another planet. She's a human from Earth. You're much more powerful then a human sparkling, even when you were in the womb. So, yes... it was a risk."

"I understand, dad... but it still sucks that I could have killed my mom." he muttered, smiling sadly at his dad. "So... you hurt her, too?"

Soundwave stiffened visibly at his son's straight forward question. Immediately, the memories of him dominating the small human femme came rushing back, from the very first moment he committed the crime that led to his addiction to the time that she began to quit resisting him. In fact, it wasn't long after she gave in to him that they created Frequence. Shuttering his optics closed, his metal facial features contorted in to a scowl. He still felt like he had hurt her, even after she became willing, and Soundwave -secretly- thought that Regina had never wanted to be with him.

"Dad?" mumbled the small mech carefully as he lightly prodded his father in the arm with a finger. "Are you okay?"

"Yes..." answered Soundwave, looking down at his son.

"Yes what?" asked Frequence, stiffling a yawn.

"Yes. I hurt her... when we made you and many times before that." the con replied with a nod, avoiding his sparkling's eyes shamefully.

The youngling's naturally big eyes got even bigger in surprise. His mother had never told him that Soundwave had ever hurt her. _Never_. In fact, when Regina talked to her son about his father, she always said good things about him, spoke of him in such a loving manner, and a glimmer of fondness for the communications officer shone in her eyes. Frequence was fully aware of the fact that Decepticons were bad -and that he was a future con- but he didn't care; his mother was okay with them to the point of falling in love with one so that was enough for him.

"Don't be sad, daddy..." Frequence said, yawning again as he crawled in to his father's lap. "Mama loves you."

Soundwave jumped slightly when his sparkling got in his lap; he was still very new to being a father and it was awkward, but he held the baby mech anyway. However, it was Frequence's words that astounded the con. Uncertainly, Soundwave moved to where he was gently cradling his son close to his happily humming spark.

"What do you mean by that, Frequence?" he asked, looking down in to his son's sleepy eyes.

"Exactly what I said, dad." the child answered, smiling. "Mama loves you. She told me herself."

"Really?" he pried, optics bright in surprise. "... anything else?"

"Mhm..." yawned Frequence, stretching out in his father's embrace. "She said that you're the strongest mech she knows, that she doesn't care if you're 'bad.' That every time she's around you it makes her giddy. The very _thought_ of you makes her smile. She just... _loves you_."

Soundwave stared in shock at his son. Had she really said _all_ of that? He looked at her sleeping body, focused on her face, his optics burning brightly as he watched her. She loved him? He makes her happy? She didn't care that he was evil? His spark pulsed quickly, ecstatic with her acceptance.

"Mama also said something about you having a nice aft." added Frequence, snuggling in to his dad's chest plate with a tired grin. "But I don't think I was suppose to hear that."

Soundwave's optic ridges shot up in shock. His optics darted from Frequence's yawning face to Regina's unconscious form. She said he had a nice aft? Well, he'd be lying if he said _that_ didn't give his ego a boost. He couldn't help the smirk that took over his metallic mouth. Soundwave looked back at Frequence, ready to reply but paused, seeing he fell in to recharge finally. Feeling slightly reassured now, Soundwave adjusted himself to where his back was to the wall. He glanced down at the sparkling in his arms, making sure he hadn't woken up with his moving, then rested his sights on Regina. She was still out cold. Scalpel had informed him that she needed all the sleep she could get because once her spark began to phase to life, she would not be allowed to rest until her transformation was complete. It could take hours, even days -and Soundwave would be happy when it was over.- Realizing his processor was slowing down from exhaustion, he decided it was time for him to slip in to stasis as well.

~ Regina's POV ~

Eye lids fluttered open to reveal dark, tired green orbs. Regina reached up, carefully rubbing her eyes. The little human was _still_ tired, even after she had slept the previous day away. She slowly sat up, looking around the enormous area. She was beginning to feel alone; nobody seemed to be around from what she could see. The girl's vision was being affected by her condition so she was having a hard time seeing much of anything. Focusing hard, the scene that met her line of sight made her gasp. Soundwave sat nearby, leaning against the wall with Frequence curled in his lap. She couldn't move. She couldn't speak. All Reggie could do was stare, the magnitude of the _adorable_ sight having an unbelievable effect on her.

In the beginning, she wasn't sure about Soundwave or the fact that she had miraculously conceived a baby with him. True, she didn't have a clue that she was pregnant when her con rescued her from Starscream's wrath; the communications officer was the one who told her the news in the first place. Soundwave would have openly expressed his distaste -he's a Decepticon, it's one of the things he does best- for her pregnancy and probably would have squished her without a second thought, also true. But... he didn't. Instead he took care of her. He went so far as to talk his boss in to letting him keep her. _Twice_. He always visited her and Frequence when he had the chance. And now there he was, out cold, with their son trapped in his arms. _That_ was why she loved her Decepticon communications officer. He was protective, strong, and a big affectionate mech... even if it was only when they were alone.

Happy tears pricked her eyes as she slowly laid back down, turning towards her two mechs so she could watch them freely. She loved them so much. Soundwave, her mate. Frequence, her son. They were her life. Another tear fell and she sniffled softly, unknowingly waking the recharging comm-officer. His optics came online almost immediately after her sniffle, glowing a bright blood red. She froze in surprise and jumped slightly when he turned his gaze on her.

"Hi..." she murmured sheepishly, a small smile tugging at her lips.

"Regina..." he said, his tone soft as he studied her. ".. my Regina... why are you crying?"

"No reason." she whispered her answer, her smile widening slightly at the worried edge in Soundwave's tone.

"Sure there isn't." he replied with a roll of his optics; he had been around her way too much, picking up on her behavior...

The action caused her to giggle, which both relieved Soundwave and made him happy. Happy to hear her laugh and relieved that she didn't seem mad at him anymore. There was a stirring in his lap, catching both of their attention. Frequence was squirming, giving a light elbow to what could have been considered his father's 'gut' area, making the con grunt in reply and earning another light giggle from Regina. The baby con's eyes opened and blinked a time or two, staring at the bland ceiling before moving to look at his dad in a sleep ridden daze.

"Frequence..." Soundwave murmured softly, gently adjusting his half asleep son in to a sitting position. ".. wake up, son. I believe there's someone you've been wanting to talk to."

"Mmm...?" he whined, starting to rub the sleep out of his eyes.

Regina grinned as she forced herself back up in to a sitting position, watching quietly as her son began to wake up. The anxiousness was fierce as she waited for Frequence to realize that she was awake. Ruby irises locked on to emerald for a split second before widening in surpise.

"Mama!" he cried happily, leaping out of his father's lap.

"Be careful, Frequence." warned Soundwave, clearly not wanting anything to hurt his mate so close to her change.

"Yep!" was the only response the comm-officer got from him as his youngling ran to his mother.

The half breed child -gently- collapsed in to his mother's open arms, snuggling deep within her embrace. Regina wrapped her arms around him without hesitation, placing a kiss on his hair. Soundwave didn't speak or move, choosing to watch (and take another screenshot or two) from afar, afraid to disturb their tender moment. For several minutes, the mech continued to wait and watch. Shockingly enough he was patient. Reggie looked at the poor con in the corner being ignored and smiled at him, gesturing him over. He complied without question, joining his mate and son. Checking his internal clock, he sighed at the time. It was a little after one in the morning, meaning he had roughly five hours left with his family.

"Mama, how are you feeling? Better?" Frequence asked his mother hopefully as he pulled out from her embrace, but remained within arms reach.

"Surprisingly well." she answered with a smile.

It was at that point that Frequence asked his mom to draw and color with him, to which she happily accepted the invitation. For a couple hours, that's what the mother and child did. Soundwave simply watched, snapping more shots when he saw a great photo op and cherishing the time he had with them before returning to his post.

"Daddy?" Frequence mumbled, getting the attention of his parents.

"Yes, Frequence?" the Decepticon responded, looking at him after his thoughts were interrupted.

Frequence looked from his dad to his mom, from his mom to his dad. Repeat. He bit his lip hard as he set down the red crayon he'd been using. Again, he looked between them.

"What is it?" Soundwave questioned again, becoming a little impatient.

The sparkling flinched at his father's impatient tone, earning Soundwave a scolding glare from Regina.

"Uhm..." the baby mech said nervously, fidgeting under their gazes. "Will you draw with me, too?"

Guilt suddenly flooded Soundwave's processor. He immediately regretted losing his patience. Regina's eyes were hard as she expectantly tapped her nails against the little table that had been provided for the child to eat his meals at. A hopeful gleam glinted in Frequence's eyes as he chewed his bottom lip, watching his father anxiously.

"Uh... I... I don't know how..." mumbled Soundwave, clearly embarassed.

"Don't worry, daddy." said Frequence happily, patting the spot next to him. "I'll show you!"

Regina had to bite her tongue almost painfully to stop herself from giggling at her mech's discomfort. She watched as he sat on the other side of Frequence, said child handing the daddy con a sheet of paper. For another couple of hours, the Decepticon family did their crafts. Reggie had colored a bright rainbow of red, blue, green and other colors complete with white puffy clouds. Frequence doodled a family portrait of his dad, mom, and himself. Poor Soundwave was completely out of his comfort zone, settling for scribbling different shapes with different colors and managed to only break four of his little one's crayons.

Soundwave cringed as his internal alarm went off, warning him that he had half an hour to get back to his job. He exhaled loudly through his vents, grabbing his femme and son's attention.

"Dad?" the mini con asked softly. "Do you not... like it?"

"That's not it at all, son. Not at all! I'm being ordered back to my position right now unfortunately. According to Lord Megatron, I can't neglect my duties just because I have a mate and sparkling." said Soundwave quickly with a scoff at the end, his tone annoyed and dripping with sarcasm.

"Oh..." muttered Frequence sadly. "I understand. Come back soon?"

"Of course I will." he replied as he encased his son in a one arm hug.

The upset sparkling hugged his father back before he got to his feet and wheeled his little table to the corner opposite of them. This gave his parents a moment alone -which was more then likely his intention.- It was difficult for Regina to even remember why she had been so mad at her con; not only did his recent loving gestures make her all warm and fuzzy inside, but her brain was also being affected by her slowly worsening condition, just like every other part of her body was. But that didn't stop her from _at least_ playing a little joke on him...

"I'm still mad at you, Soundwave." she said with a 'hmph' as she crossed her arms and turned away from him slightly.

Soundwave simply stared at his pet, surprise clearly written on his metal face. He didn't like that. He didn't like Regina being mad at him. Being the dominant Decepticon he is, he fisted his hand in her hair at the back of her head and yanked her back against him, forcing her eyes to meet his optics. She winced at the stinging sensation that he created, but held eye-to-optic contact. Not wasting another moment, Soundwave devoured her lips with his in a scorching kiss. She jumped slightly and squeaked at the feeling of his 'tongue' easily slipping past her parted lips, dominating her mouth just as fiercely.

"I did what I thought was right, Regina. I'm sorry for not telling you about it sooner, but I truly thought it was for the best." he growled against her lips.

Now she really couldn't stay mad at him. Not that she wanted to. She began another kiss, except this one was feather light and passionate. Before they could get too much further in their sweet lip lock, his fifteen minute til six warning alert sounded off in his processor, making him reluctantly seperate from her. Soundwave stared at his mate, his optics blazing with furiously suppressed need and desire.

"Regina... my Regina... my mate..." he murmured as he rested his 'forehead' againsts hers, tightening his fist at the roots once more. "You are _mine_. You will always _be_ _mine_."

"_Always_..." she repeated softly, breathless from their earlier make out as she lovingly carressed his cheek. "I love you."

Her response surprised him beyond belief, causing him to stare at her dumbly before regaining his composure.

"I love you, too, my Regina." he whispered back, nuzzling her affectionately, his spark humming happily despite his needing to leave.

Despite how much he hated to leave, he gave her one final kiss before he stood to say goodbye to Frequence.

"Take care of your mom. I'll be back soon, I promise." he said, lightly ruffling his son's hair.

"I will, dad. I promise." the youngling stated with a nod.

With that, Soundwave took one last look at his family, then turned his back and left.

~ Four Days Later ~ Frequence's POV ~

"I can't take this anymore!" screeched Regina, threading her fingers through her dark locks and pulling at them in frustration.

Frequence jumped at the outburst and looked up from his new art project he'd been working on. There she goes, throwing another tantrum. He imagined it was hard for her to just... sit there. Day after day. Waiting for her transformation to take place. She had been saying for days that she wanted to take a walk, just to stretch her legs. The tiny Decepticon gawked as Regina threw something at Scalpel, who understandably turned tail and ran out of the room. Frequence bit his lip hard to keep from bursting out laughing at the poor med-con's misfortune. He grinned as he made a mental note to tell his dad about Scalpel's unfortunate pissing off his mom and proceeded to put the finishing touches on the craft that he had been working on. Grinning proudly at his hard work, Frequence picked up the piece of art and ran over to his still seething mother.

"Mom!" he sang happily, momentarily calming her down and making her forget about her misery. "I made you something!"

"Let's see!" she said with an excited smile, realizing he had a piece of paper clutched to his chest.

He nodded as he got in to his mother's lap. The femme waited patiently while he adjusted himself on her legs. Then without a word he showed her. It was so incredibly sweet that she fell silent, speechless for a moment as she stared at the lovingly made masterpiece. The background was colored green and blue in a tyedye fashion with a big slightly mishapen red heart. She smiled at the child's scrawl in purple crayon: _Get_ _well_ _soon,_ _mommy_. _Love_ _Frequence_.

Reggie smiled tearfully as she set the drawing to the side then pulled her little artist in to a tight hug. She honestly never expected him to make something like that for her so when he did it hit her hard. She showered her son with kisses and smothered him with hugs -which he surprisingly allowed- and murmured to him about how much she loved him and the card he made. A few minutes later, he managed to escape his mom's iron grip and skipped off to find the doctor. He wanted to get his mom out for a little while...

~ Fifteen Minutes Later ~

Frequence grinned as he ran back to his mother's room. After several minutes of begging, whining, and pouting at the doc, he _finally_ agreed to let Regina take a walk, albeit reluctantly. Two reasons. One: He'd have to go, too, and he really didn't want to. Two: Soundwave would rip his still beating spark straight out of his teeny chest for letting them go alone. Either way, the crabby con lost.

"Hey mom! Guess what?" Frequence exclaimed excitedly as he stopped short of Reggie.

"Hm?" she hummed as she tilted her head, noticing Scalpel cautiously peeking out at her from behind Frequence's leg.

"We're going on that walk you've been wanting to take." he announced with a grin.

"Really?" asked Regina with a happy and tired smile.

Frequence followed his mom's gaze and looked expectantly down at Scalpel, who never replied. He only nodded. She grinned and slowly began to get to her feet with Frequence's assistance.

~ Regina's POV ~

It wasn't long before Regina was outside, happy to see the sun again and breathe fresh air (even if it did smell -and even taste- like steel). The trio made their way to a park that was a block from Scalpel's medbay. Thankfully it had not been flattened for the rebuilding of Cybertron... yet.

Along the way, they passed a rather large group -of about 30- humans that were slaving away, though it was lazily. All of their hateful glares landed on Reggie, Frequence, and Scalpel. The tiny medic was more then aware of the gazes on them and glared back just as coldly. Frequence was oblivious to the angry looks, just happy to be getting out of the facility with his mom. Regina was also well aware of the looks being thrown their way and began to feel nervous. She ignored them, though, and continued to their destination. Once they arrived, she released the breath she'd been holding subconsciously. Everything was quiet for a half hour; Frequence was getting dirty, Regina was relaxing under a tree, and Scalpel rested by her leg.

"Mom!" Frequence yelled, making her look up in time to see him running towards her, looking worried.

"Frequence?" she questioned, concerned. "What's wrong, baby?"

"I think we have company." he answered, pointing in the direction he had come.

"Slag..." growled Scalpel, getting to his multiple legs. "Looks like trouble."

Reggie blinked, looking between the doctor and her son, before turning her gaze to the direction he was gesturing. Focusing hard to see what they saw, she barely heard the medic mumble about how he needed to tell Soundwave and how said communications officer would kill him when she saw the cause for concern. She shook her head in fear, her jaw dropping in disbelief.

"No..." she whispered in shock, beginning to tremble as she forced herself to her tired aching feet and pulled Frequence to her protectively. "No! Not again!"


	5. Chapter 5

A/N: The fifth and final chapter is here! ^^ Kinda makes me sad that it's done but at the same time I'm uber relieved. x_x I'm creatively exhausted. This chapter is a blood fest. Particularly in the beginning. It contains bloodshed, Reggie's transformation from human to Decepticon (though her optics are green; the one thing she will have to remind her of her previous humanity), and some fluffy relief to wrap it up! This chapter took up the last part of my Optimus notebook! Five chapters took up 160 pages of notebook paper... and I'm totally too lazy to go back and count how many pages 5 took. x_x This chapter was oddly easy to start and write, but had an even easier flow. Much like chapter 1. Chapters 2, 3, and 4 were the challenges. As always, if it wasn't for beeroxs-98's help and beta, then this would not have been possible! Also, as always, all errors and such are the fault of the Decepticons, Barricade in particular this time around. Curse him and his apparent need for sneaking up on me and turning on his sirens abruptly! -.- Scares me to death!

Barricade: You love it!

SN101: Do not!

Barricade: Do too!

SN101: You're annoying.

Barricade: You love me for it.

SN101: ... *sigh* I guess I do...

Barricade: Ha! I knew it!

SN101: -.- *shoves Cade in to her closet*

Ahem! At long last, I give you... Chapter 5 of Keeping You!

Warnings: This chapter is the reason I changed the rating to T, aside from Soundwave and his weakness for touching Regina, language use, and what not. XD Two words can describe this chapter: BLOOD BATH.

Disclaimer: I do NOT own Transformers! x_x God knows that if I did, they'd be REAL instead of a figment of my imagination. I own Regina, Torque, Frequence, and any twisted plot that differs from the movie (which is just about all of it actually).

Keeping You

~ Regina's POV ~

Regina tightened her grip on Frequence as the angry humans from before swarmed the area, surrounding the three now nervous Decepticons, preventing any way of escaping. She shrank back slightly as a male took a step forward. He stood close to six foot with dark chocolate locks that fell in short waves to his shoulders and judging green eyes. A teasing smirk curled across his full lips.

"Hello, Gina..." he said, taking another step towards her. "Miss me, babe?"

"Joshua..." she whispered, gulping nervously as her grip on her son tightened further. "W-what do you want?"

"I want you back of course." he said, reaching out to touch her cheek.

Regina flinched away from his touch. The sudden movement made Frequence put two and two together; this was obviously a guy from his mother's past. A guy who she definitely didn't want to see again. The Decepticon in training scowled up at the male called Joshua, lifting his foot and kicking him hard in the shin.

"Ow!" Joshua grunted, looking down and realizing who had kicked him. "What's this?"

"Keep your filthy hands off my mama!" growled Frequence, glaring none too friendly at the unwelcome brunette.

Regina quickly pulled Frequence back behind her, her face set in a stony glare. When she had been with the boy who stood in front of her, he was a prick to her. He pressured her -and she refused every time,- insulted her, and even hit her a couple of times. She knew that Joshua was about to hit the ceiling as he looked between Frequence and herself.

"Mom?" Josh repeated, his expression plain.

"Yes... he is my son..." she replied, watching his every move like a hawk.

"So the rumors are true then? You fucked a damn alien and this..." he trailed off, gesturing to Frequence. "..this _thing_ is what came out of it?"

There was a deadly silence as Regina glared hatefully at her ex. A moment later, there was a sharp sound of skin on skin. Joshua's head snapped forcefully to the left, his cheek reddening from the slap. Regina slowly lowered her stinging hand, glowering at the shocked boy.

"You will _not_ refer to my son that way." she snarled at him as she began to shake, half from fear and half from fury.

She knew it wasn't wise to test him, but she wasn't going to stand by and let him insult her son, even if her condition wasn't stable.

Josh scowled, but smirked a second later. His dark eyes drifted down to meet Frequence's. Acting quick, he grabbed the youngling's small wrist and snatched him away from Reggie, making her gasp and Frequence yelp. He shoved the child to his right, a few of his fellow rebels catching and holding him back.

"No! Frequence!" Regina yelled, reaching for her son.

"You whore..." Joshua said, grabbing her by her throat. "You dirty whore!"

He pinned her to the tree, cutting off her oxygen as he steadily squeezed her throat. Looking over his shoulder at his cronies, he grinned cruelly.

"Get rid of the little bastard." he ordered, causing them to chuckle evilly.

As they began to drag Frequence away, Regina struggled desperately to get loose to save her son. Her actions stilled immediately though when her captor punched her hard in the face.

~ Megatron's POV ~

Little did the human raid know they were being watched. Megatron and Starscream watched from above, both deeply intrigued as to what was happening. Any other time, he would have killed them without a second thought but seeing as Soundwave's family was involved, he decided to let it go for the time being.

"My Lord... what should I do?" asked Starscream, referring to the scene before them.

"Nothing for now, Starscream. This is... interesting." the Decepticon leader answered, his sight unmoving from the show.

They watched curiously as the scene unfolded. Clearly the comm-officer's mate and the human male knew eachother. Megatron chuckled in amusement as the kid kicked the older male.

"She use to be in a relationship with the male." stated Starscream.

Thank you, captain obvious!

"... shut up..." growled Megatron.

They continued to watch in silence, the tight circle falling quiet as the male by the name of Joshua looked between Soundwave's pet and offspring. Looks like word of the human femme being a Decepticon's mate was officially confirmed and that human did _not_ look pleased. Both Megatron and Starscream smirked at the ill femme's bravery; anything could kill her at that moment and she still defended her sparkling. Now the stupid male was angry. He seperated the boy from his mother and ordered his accomplices to kill the youngling before proceeding to hit the femme...

Soundwave was _not_ going to be pleased...

With that, the leader of the Decepticons radioed his third in command, informing him of the situation at hand.

~ Soundwave's POV ~

"**Megatron to Soundwave...**" came his boss's oddly relaxed drawl.

"**I'm here, my Lord...**" he replied, somewhat disturbed by the random call.

"**...**" Megatron fell silent for a moment before speaking. "**You might want to return to the planet.**"

Soundwave did _not_ like the sound of that...

"**What's going on...?**" he growled suspiciously.

"**Scalpel and your family were out for a walk... and some of the rebel fleshies decided it was wise to attack them. It doesn't look good...**" replied Megatron slowly, as if trying to break it to him gently.

Soundwave was in shock for a split second. Regina and Frequence were out? They got attacked? At that moment, Frequence's voice resounded in his processor, making him cringe.

"_DAD_!"

One hand grabbed his helm while the other clutched at his spark; it buzzed painfully, literally making him hurt. Regina was hurt! Worry and concern bubbled underneath the solid metal surface of his frame, followed by rage. Pure, raw rage. He didn't even reply to his leader as his fists clenched tightly, energon beginning to seep inbetween his digits. His bloody red optics burned with unrestrained anger and hatred and he gritted his sharp, jagged teeth. Energy began to crackle around him as he seethed. How _dare_ they! How _dare_ they lay a finger on _his_ mate and youngling! No way in pit were they going to get away with it _alive_! Soundwave would personally exterminate every last one of the pathetic creatures that harmed his family! Absolutely livid, he made a bee line for the planet.

"Some glitches are going to die today..."

~ Frequence's POV ~

Frequence gasped as he was roughly shoved to the side where two humans caught and restrained him.

"Frequence!" Regina gasped, reaching for him.

"Mom!" he cried, struggling to get himself free.

"Kill him." commanded Joshua, smirking down at Frequence.

Next Josh turned and grinned down at Scalpel. Gesturing to another set of his groupies, his grin broadened.

"Kill the crab, too." he said as he turned his sights back on Regina.

Frequence watched in horror as the human choked his mother, her hands reaching up and grasping weakly at the wrist of the hand that was choking her.

"No!" he screamed, his eyes slamming shut. "Let my mom go! Leave her alone!"

A chorus of chuckles went around at the child's futile attempts to get away and save his mother. At Regina's strangled cry, his eyes shot open in time to see Joshua rearing his fist back before thrusting it forward, his knuckles coming in direct contact with her cheek hard.

"Stop!" Frequence begged, energon tears staining his pale cheeks. "Stop it! You're hurting her!"

"That's the point, kid." someone said, smacking him upside his head.

He looked up in time to see her be hit again, this time busting her lip. A trickle of energon dribbled down her chin as her eye lids began to droop, her hands dropping limply to her sides. Frequence stared for a moment, wide eyed. He barely registered Scalpel raving about how it was vital for Regina to remain conscious.

_That_ was the last straw...

" I said _stop it_!" he screamed, the boy's vision temporarily going black as his own Cybertronian body responded to his stress.

While the sparkling was blinded, cables bursted from his body, ripping through the skin that covered his steel skeletal system. The cables seem to have a mind of their own as they shot towards the ones who had him. Blood curdling screams were torn from their throats as the wires that had sprouted from the kid easily penetrated their chests, through the hearts, and out the other side. The cords withdrew from the bodies just as quick, making them collapse in to a heap on the ground. The same thing happened to several others as Frequence continued to throw his tantrum, fueled by his worry for his mother. The sparkling's vision slowly began to clear as he calmed down, exhausted. He looked around, shocked at the sight before him; ten bodies lay around them, motionless and pale, bleeding profusely. Each one had the same thing in common. What looked like stab wounds of some sort to the chest or throat. He looked down at his own body and cringed at the view of shredded flesh that revealed his true metal form underneath. He ignored his own wounds as he realized that he'd somehow made it to his mother and Scalpel was busy trying to awaken her, another five corpses near them with gaping circular wounds to the head, neck, and chest, the medic's own handy work. However, fifteen others remained and were still a threat, Joshua being one of them.

"Dad..." Frequence whimpered, scooting away from the furious mob. "Dad..."

Scalpel finally got Regina to wake up again and quickly got to work, trying to access her wounds and the extent of the damage that was done.

"_Dad_!" he screamed, causing it to echo eerily.

~ Megatron's POV ~

The two cons continued to watch and remained well hidden. Both Megatron and Starscream watched in awe as the sparkling began to have a mental breakdown, cables erupting from him and easily piercing through the humans that had caught him, as well as several more, blood spraying from the gaping holes.

"Frequence is truly Soundwave's son." mumbled Starscream, gawking.

"Soundwave will be proud." said Megatron, watching the carnage curiously. "Perhaps this kid will be useful after all."

They continued to watch as the sparkling stumbled over to his mother, slowly calming down and regaining his sanity. The mini con looked around in shock at the massacre, his eyes drifting to his own body. He winced at the torn skin that showed his real structure, but ignored it as the last of the rebellous group approached them.

Out of nowhere, Soundwave landed in between his boss and the jet, making Starscream almost fall over from surprise at the communications officer's sudden appearance. Megatron watched the reaction of his third in command closely. The Decepticon leader had _never_ seen Soundwave that angry. _Ever_. With a vicious snarl, the seething, shrunken mech jumped from his perch and landed between the angry mob and his family.

"Hm..." Megatron hummed to himself, smirking. "Maybe it _is_ a good thing that I let them live."

Perhaps the comm-officer having a family wasn't so bad. _Especially_ when their compromised safety got such a violent reaction...

~ Soundwave's POV ~

Soundwave was enraged. Absolutely furious. He wasn't sure what pissed him off more; Scalpel allowing this outing or the lousy fleshbags thinking they could attack his family. Don't get him wrong. He knew how his pet felt about being couped up indoors all the time and he felt bad for her. Really he did, but it was for her safety.

The mech landed between his family and the gang of humans. His optics were ablaze with anger and his spark pulsed dangerously as he stared the group down. Momentarily, he took in his surroundings, surprised at the bloodshed. Looking over his shoulder, he heard Scalpel groan in relief that Reggie was waking up. But Frequence... he was a different story. He was hysterical, his flesh ripped apart in several places, and energon bled from the wounds. It appeared that those who were already dead were killed by the sparkling. He couldn't be more proud of his offspring, but decided to save the celebrating for later. There were still humans who needed severe discipline.

"Aww... isn't that cute? It's a miniature alien! And he's come to the bitch's rescue!" Joshua joked, causing the rest of his lackies to laugh.

"You have nerve to insult _my_ mate in _my_ presence." Soundwave growled, his seven foot self easily keeping his gaze locked on Joshua's six foot body.

"The slut was _mine_ before." The human's fists clenched. "Why she-"

"I suggest you stop insulting her or else." the communications officer spat, scowling at the gutsy fleshling.

"-chose a _monster_ like _you_ over a _man_ like _myself_ is beyond me. You can keep the bitch!" continued Josh, ignoring the Decepticon's warnings.

Silence fell and Soundwave was two seconds from ripping this arrogant bastard apart, limb by limb.

"You and I were over long before I ever set eyes on Soundwave, you idiot." came Regina's weak tone.

"... hush..." ordered Soundwave, glancing at her from over his shoulder.

"Fine..." she replied, nodding at him. "But just for the record, Josh... Soundwave is no monster. _You are_!"

Soundwave couldn't help the smirk that shifted across his lips as he stared at the now gawking human, a triumphant glint in his optics. Her words made his spark thrum happily; she truly accepted him. He flashed her a small smile, which she returned. It was then that he noticed her physical condition. She was beaten up with a dark bruise quickly forming on her cheek and around her eye, as well as a split lip. He was seeing red all over again.

"You will be punished severely for putting your hands on _my_ Regina." stated Soundwave, taking a step towards the remaining humans.

"You're gonna _punish_ me? In that little body?" Joshua asked with a scoff. "I find that hard to believe."

"And by 'punish,' I mean _kill_." Soundwave said with a smirk, taking another step towards the laughing group, his own cables extending from various parts of his body.

Without warning, one cable curled tightly around the closest human's neck, easily lifting him off the ground, strangling him. Another cord shot towards another person, piercing the chest, wrapping around their heart before snatching it straight out of the chest cavity. With a sinister chuckle, the con easily crushed the still beating muscle. The next unfortunate human screamed as another cable came his way, ending up travelling through his open mouth, gripping around the top of his spine, and yanking the structure of bone out through the person's mouth. Next, wires sped towards another person, showing no signs of stopping. It sawed straight through the flesh and bone, beheading him.

The entire time Soundwave was picking off different members of the group and killing them, whether it be by beheading, choking, or by ripping out important organs or bones, Soundwave kept his gaze on Joshua. He loved the look of terror on the human's face as he stepped closer.

Finally, only one human remained and that was Joshua. Soundwave knew _exactly_ how he wanted to slaughter the human before him and it would serve as a warning to all who were lucky enough to still have their lives on the planet. His fate would be theirs if they so much as _looked_ at his family wrong. Soundwave smirked as he stepped within a foot of the male, causing Josh to take a step back, wide eyed at how easily the Decepticon slaughtered his group.

"Any last words?" growled Soundwave, his words laced with venomous malice.

"I... I'm sorry! Please don't hurt me!" begged Joshua, continuing to back away from the pissed con, tripping over his own feet and falling on his ass.

"P-please!" he stuttered, his green eyes wide with fear.

"Apologize!" demanded Soundwave, glaring down in to Joshua's eyes; oh how he _hated_ them.

"I-I'm sorry!" Joshua choked out, beginning to tremble.

"Not to me. To Regina!" the communications officer snapped; again, he hated the boy's eyes.

Those eyes... those green eyes... almost like Regina's. Joshua didn't _deserve_ them. How he _craved_ to just... pluck them from their sockets...

"I'm s-sorry, Regina..." he stammered pathetically.

"Good fleshling..." the con growled.

"Now..." snarled the Decepticon, kicking the human in the chest and making him fall backwards. "Beg me. Beg me... and I'll think about it."

"Okay okay! P-please... I b-beg you... don't hurt me!" Joshua whimpered pitifully as the mech planted his foot on the human's chest.

"I can't hear you!" said Soundwave, steadily adding more pressure to the human's chest.

"Stop! I beg you! Let me go!"

"Again!"

"Please stop!"

"Louder!"

"_Please_!"

"That's funny." chuckled Soundwave darkly, leaning in close to the terrified human. "You didn't stop when Regina or Frequence begged you to..." Soundwave gripped Joshua's head tightly, pulling it up slowly, making the boy scream. ".. so I don't think so."

At that, Soundwave jerked with all his strength, the sickening sound of tearing flesh and cracking bone filling the now silent air. Blood splurted from the severed head and body, spraying on to the comm-officer's face. With a sinister grin, he dropped the body part and used his foot to crush it, his grin becoming more maniacal at the sound of the skull splintering and feeling the brain tissue -and those green eyes- collapse under the harsh weight. The sound of agony. The look of pain. The feel of blood. None of it ever got old. He took much pleasure in killing. About as much as he did when 'playing' with his pet. Both cases were addictive in the worst way. As Soundwave came down from his high and returned to his halfway sane state of mind, he returned to Regina's side where Frequence had fainted and Scalpel was trying hard to keep her conscious.

"Soundwave! We _have_ to get her back to the medbay!" Scalpel rushed frantically. "My analysis shows that her change has been triggered further and could take place _any moment_!"

Soundwave nodded without question and gently picked up both his mate and sparkling and rushed them back to Scalpel's practice.

~ Four Hours Later ~

Soundwave paced in front of the doorway that led to Reggie's berth. Scalpel refused to allow the mech to stay by his mate's side and it bugged the hell out of him. These feelings of concern and attraction to his family were still very new to him and confused him but by now he accepted it, which seem to take a huge weight off his spark. Scalpel had put the exhausted youngling in a berth on the other side of the area. Soundwave had gone to check on Frequence several times since they got back and he still had not woken up. Another agonizing shriek echoed through the area, making him freeze on the spot and shudder.

He sighed as the sounds of pain died down. Then there was Regina and Scalpel had barely left the girl's side. The mech again sighed through his vents in frustration. The longest he'd left her was for a single minute, just to let Soundwave know about her progress; so far she had grown several feet so she now measured ten feet. That wasn't the worst part, though, according to the doctor. He said that her skin had stretched and contorted to fit her new height and that soon the width of her body would increase as well. Once that happened the skin would rip to reveal her new form, which would prove to be the most painful part by far. The flesh was still very much attached to her...

Another scream came from her berth, making him wince, part from having to listen to her pain and part from the sharp noise causing his audio receptors to ring annoyingly. His spark ached for her now; he truly hated that she was hurting and he couldn't help her. The sooner her transformation finished, the sooner he could rest easy knowing that she wouldn't have to go through such agony again.

~ Frequence's POV ~

His eyes shot open at the horrifying sound of his mother screaming in pain. It trailed on for several seconds and hearing it for a prolong period made the sparkling tremble, scared for his mother. Sitting up slowly, Frequence looked around and noticed that he had his own berth. When the young mech tried to stand, a jolt of pain shot through him, causing him to collapse.

"What happened...?" he asked outloud through clenched teeth.

When he tried to stand again, another wave of pain hit him and made him cry out. Then in a rush, the memories of their relaxing-outing-turned-chaotic-bloodshed bubbled to the surface, slowly becoming clear of what had taken place...

An angry mob of humans crashed their outing; he gasped, his eyes wide.

The leader insulted his parents; he growled, gripping the sides of his head angrily.

Frequence was taken from his mom and said leader proceeded to hurt her; the child shook his head desperately, trying to get rid of the images.

Frequence felt cables burst from his body and was suddenly released which he used the oppertunity to get to his mother and protect her; tears trickled down his cheeks.

Another wave of pain hit and he winced, hugging himself, as if trying to comfort himself and ease his pain. He had his first display of power and had killed several of the people who were trying to harm them. Gently sitting up, he looked down at his body, wounds in the flesh where he had lost control. It was his fault that his mother had been hurt. He's the one who had pushed for the outing and look what happened. The weight of the situation was too much for Frequence. Fresh sobs wracked his body.

"it's my fault." he cried. "If mama dies, it'll be all my fault! What will dad think?"

Another shriek of agony reverberated through the medbay, making Frequence cringe. Forcing himself to his feet, he made himself run towards the sound. The youngling tripped and fell more then once but got back up every time, determined to get to his mom and dad.

It seemed like it took forever to get to the other side of the medbay. Frequence knew he was close to his parents the louder the cries became. His little legs pumped harder as the doorway to his mother's berth came in to view.

"Almost there..." he panted, his aching legs ready to give out.

By now, he was mere feet away; it was the home stretch. Several paces later and he was in arm's reach of the doorway, only to be scooped up by Soundwave. Frequence kicked, flailed, and sobbed, begging to be let go so he could be with his mom. The father mech was alarmed by the sudden change in his son's behavior and tightened his grip, speaking softly to the distressed sparkling and trying to calm him down. Several minutes passed the sparkling seemed to relax some. Another scream from Regina's room though sent him in to another sobbing panic. The older con was also starting to panic and considered slapping some sense in to his son. However, Frequence was still a sparkling so that probably would make it worse. That and Soundwave actually _feared_ what Reggie would do to him if he did. But Soundwave was becoming frustrated and was at a loss for how to handle his son's current tantrum. Not knowing what else to do, he continued to sooth the upset sparkling.

"It's my fault! All my fault!" sobbed Frequence, suddenly clinging to his father's neck.

"Frequence, what-" Soundwave gasped in shock, struggling to keep a grip on his son.

"I pushed Scalpel in to letting us go out! If I hadn't, this never would have happened!" the sparkling interrupted, sniffling.

Soundwave blinked. Frequence was blaming himself for what happened? The Decepticon sighed.

"I never should have asked! It's my fault! I'm sorry! I'm so sorry, daddy!" he cried, clinging to his father in a death grip. "Please forgive me! I didn't mean to! I'm sorry! Forgive me! Please!"

Soundwave was shocked now and was starting to grow concerned. He had never seen Frequence display this bad of a fit. He moved to sit down, keeping his son close to his breaking spark. He hated how the child was beating himself up over what happened.

"Shh..." Soundwave shushed him. "It's okay, son. It's not your fault. The imbeciles who hurt your mother are dead. They won't be able to do it ever again."

Slowly, Frequence calmed down. His sobs reduced to sniffles, but his grip on his dad remained suffocatingly tight.

"You protected her, Frequence. For that, I'm proud of you." continued Soundwave softly. "You mother won't blame you, I won't blame you, nor should you blame yourself."

At last, Frequence stopped crying and stilled in his dad's embrace. The little one's even breaths told him that he had fallen asleep, making Soundwave sigh in relief.

~ Regina's POV ~

Pain. That was all she could feel. A horrible pain that throbbed deep in to her core. Her body felt like it had been stretched beyond it's limit; she had grown taller by five feet and her skin felt snug. Too snug. It made her whimper. As the pain subsided, she sighed in relief, gently reaching up to brush the pained tears from her face. Part of it was over now.

The relaxing moment was short lived though. Too soon she yelped loudly, clenching her fists as she felt her body starting to change again. Her torso began to widen this time, slowly expanding to fit her new height and the length of her limbs. The skin stretched even farther, becoming tighter around her form. More tears of agony slipped down her cheeks.

"You'll be happy to know that your change is nearing completion, Regina. It's almost over." stated Scalpel after scanning her. "You're in the final stage."

"Really?" asked Regina softly, carefully turning her head to look at the small medic.

"Yes." he answered, nodding. "It'll be over soon."

A light sigh of relief escaped Regina's lips at the news. Then the transforming femme screamed shrilly, her hand shooting up to clutch her aching chest, where her spark would be replacing her heart. She stilled for a split second, still gripping her chest before beginning to thrash about, screaming in pain. All of a sudden, a disgusting tearing sound was heard. The thin layer of skin she had left ripped right down the middle of her back as she came to rest on her side.

~ Scalpel's POV ~

Scalpel stared in shock. He had never seen anything like this in his entire life. After recovering from the initial shock, he ran another scan just in time to catch her spark materializing in it's newly formed chamber. The medic froze, paying close attention to the dull sphere, sighing in relief as it began to brighten and beat. The rhythm was irregular at first before it leveled out to a steady hum. The exhausted femme had passed out cold from the traumatic experience. That could have ended badly, but thankfully she was okay. It was over. Her change was complete.

"Thank Primus..." the medbot murmured as he approached to get a better look at her.

He circled her several times, scanning her more then once just to make sure she was okay. Next he observed the mess her transformation made; the flesh was ripped to ribbons, what little blood remained made a small pool around her, and chips of what little bone that had been left was crushed and surrounded her.

"Messiest process ever..." he grumbled as he started the gross task of cleaning up.

It didn't take long for Scalpel to clean up the evidence of Regina's change. After one last scan to make sure she was normal, Scalpel wandered out to where Soundwave and Frequence waited, both in a state of recharge. Scalpel mentally asked himself how they slept through the commotion as he cautiously approached the two mechs.

"Soundwave, wake up!" demanded Scalpel tiredly. "It's about Regina."

Half a second passed before the communications officer's optics came online and looked down at the medic.

"Is Regina okay?" asked Soundwave immediatly.

"She's fine. Exhausted, but fine. She's resting. The change is complete. I thought it'd be a good idea for you and the youngling to wait in her room for her to come to." explained Scalpel, skittering away. "I'll be back to check on her again later."

~ Soundwave's POV ~

Soundwave nodded as he carefully got to his feet, trying not to wake the sleeping sparkling in his arms. The Decepticon paused to take a calming breath; he had no idea what to expect his mate to look like now. Finally he continued his way inside and froze, shuttering his blood red optics. Slowly, he made his way closer to get a better look. She was still tiny compared to the rest of them and her steel frame was a shimmering, metallic black. He noted that she was squeaky clean and thought it to be Scalpel's doing and mentally thanked the crab bot. Her back was to him but he could easily tell that she had a sleek, feminine shape and deliciously long limbs. His spark pulsed in anticipation as he walked around her, taking a look at her aft and his 'tongue' darted out to lick his metal lip; so far, that was _certainly_ one of his favorite things about her new body. As he paused and took a seat in front of her, his optics landed on her face and his spark rate quickened considerably as he stared at her. Her optics were dark currently and he found himself wondering what color would they be. Roving over the smooth shapes of her face and neck, he almost groaned at her still very noticable chest. He shifted his position uncomfortably, painfully aware of how much more attracted he was to her (if his spark's behavior gave anything away) and found himself daydreaming of the things he wanted to do to her. He wanted her. He shook his head in frustration. This femme would be the death of him...

~ Regina's POV ~ Three Days Later ~

Regina groaned inwardly. All she saw was black, like she couldn't see anything. She could hear great, perfectly in her book, but she didn't have the strength to open her eyes. She could hear Scalpel scampering around the area as he told Soundwave and Frequence that she was okay and her change was finished. The femme smiled to herself as she heard a relieved hissing sigh from her con and a slightly loud cheer from their son. With a silent sigh, she decided it was time to rejoin the world of the living. The doctor had said that her transformation was complete now, which meant she just needed to figure out how to get herself online.

It took several minutes before an image flickered in to her line of sight of the ceiling above her. Messages of all kinds popped up, informing her of her systems starting up and that everything was in working order. As her neon green optics officially came online, she raised her servos to where she could see them clearly; her arms were rather long with small hands and long, slim, hunter-tipped digits. Slowly and carefully, she sat up in to a sitting position, studying her long slender legs and little feet.

"Whoa..." she spoke for the first time, softly. "This is awesome!" She wiggled her fingers and toeless feet experimentally before glancing at her pelvic region and moving up her torso to her chest. "Damn... I'm pretty hot if I do say so myself!"

She grinned impishly as she looked over at a stunned Soundwave and surprised Frequence. Her mech seemed to give himself a mental shake before he looked at her, his gaze as intense and bright as the first night she met him. Oh yes... he was deeply affected by her new body. In a good way.

"Mama! I'm so glad you're okay!" exclaimed Frequence excitedly as he ran to her.

Reggie gently picked him up and cradled him to her chest, causing her spark to tremble happily.

"Dad?"

"Soundwave?"

"Are you okay?"

"Earth to Soundwave! Come in, Soundwave!"

Reggie snapped her metal digits to get the space case Decepticon's attention, her lip plating shifting in to a smirk as he literally shook his head, seemingly to clear the mental fog. She chuckled at the semi-glare he was shooting her; clearly he had been enjoying his thoughts.

"I think dad was checking out your new body." said Frequence with a mischievous grin.

"Frequence!" Regina scolded half heartedly, fidgeting selfconsciously under her mech's hungry stare. "Who taught you that?"

"Oh, come on, mom..." he deadpanned. "It's the most obvious fact since the last time Megatron wanted to off us and the times before that." Frequence shrugged. "Dad wants you."

Soundwave choked on air and energon rushed to Regina's cheek plates at the bluntness of their son's words.

"Frequence..." growled Soundwave, clearing his throat. "That's enough."

"But it's true!" the youngling argued.

At his father's warning look, the child fell silent, crossing his arms and leaning against his mother's chest. They were quiet for a few minutes before anyone spoke again.

"Mom? Dad?" asked Frequence cautiously.

"Hm?"

"Yes, son?"

"Do you..." he started, looking at both of his parents. ".. do you think I'll have a full form eventually?"

"Of course you will." replied Soundwave as Regina nodded.

"Well... do you think I'll change the way mama did?" the little con asked nervously.

"..." Soundwave was silent, glancing at Regina who shrugged cluelessly. "I'm not sure, Frequence." he answered finally. "Either way, you'll be fine. You're my son. A Decepticon."

Regina glared at Soundwave, clearing her throat loudly.

"Excuse me. _Our son_." he corrected himself.

"That's better." she said with a grin.

The family shared a chuckle that slowly died down. Soundwave moved closer to her once again, raking his optics over her new body. The three fell silent, just enjoying their time together. Eventually, Frequence snuggled in to his mom's chest and went back in to stasis. Regina caught Soundwave staring and grinned at him.

"See something you like?" she asked, her smirk broadening.

"Actually I do..." purred Soundwave, trailing his fingers slowly up her back.

"Down boy!" she giggled, squeaking in surprise when the con's fingers slid back down and brushed against the upper region of her aft. "Stop it! Frequence is right here!"

"I can't help it." Soundwave whispered, nuzzling her helm near her audio receptors. "You have a nice aft."

Regina bit back a groan, shuddering instead. Not only was her sense of touch -and feel- ten times was it was before, but the comm-officer's very tone was pleasantly soft and silky smooth rather than cold and harsh like it usually was. It drove her crazy. She knew that he was doing it on purpose just to get her worked up and unfortunately for her it was working.

She sighed in content as she felt him bury his head in her neck, inhaling her semi-new scent deeply. He chuckled at her behavior before nipping at the sensitive exposed wiring of her neck, making her yelp and her spark jump.

"Soundwave, I swear if you don't stop..." she trailed off.

"Then you'll _what_?" he challenged, nipping her again. "Hm? Tell me... what will you do if I _don't_ stop...?"

Her train of thought shattered instantly and her spark trembled anxiously as he planted an unnaturally soft kiss on her new metal lips. Regina pouted at him after she failed to remember her threat.

"Just... not now." she whined, laying her head on his chest plate. "Please?"

He rolled his optics but sighed and slipped his arm around her waist, hugging her to him. She smiled up at him. They got quiet, Soundwave tightening his grip on her slightly as she sank deeper in to his embrace. Regina then looked from her Decepticon communications officer to her sparkling, hugging him close as she thanked Primus that she was able to survive the past year and the entire ordeal was over at last. Now she could focus on her future with her mech and sparkling...


End file.
